exv10w38






Exhibit 10.38




AMENDED AND RESTATED LICENSE AGREEMENT




     THIS AMENDED AND RESTATED LICENSE AGREEMENT (together with the exhibits hereto, this
“Agreement”) is entered into as of June 14, 2007 (the “Restatement Execution Date”) and effective
as of the Restatement Effective Date (as defined below), by and among Archemix Corp., a Delaware
corporation with its principal place of business located at 300 Third Street, Cambridge, MA 02142
(“Archemix”), and SomaLogic, Inc., a Delaware corporation with its principal place of business
located at 1775 38th Street, Boulder, CO 80301 (“SomaLogic”). Each of Archemix and
SomaLogic may be referred to herein as a “Party” and together as the “Parties.”



RECITALS




     Whereas, the Parties entered into a License Agreement (the “Original Agreement”)
effective as of September 4, 2003 (the “Original Agreement Effective Date”); and



     Whereas, the Parties desire to amend and restate in all respects the Original
Agreement such that (inter alia) the licenses granted therein continue and certain terms, including
Target Validation and Drug Screening, related thereto are clarified and additional licenses are
granted herein; and



     Whereas, the Parties have mutually agreed to replace and supersede the terms of the
Original Agreement with those set forth in this Agreement as of the Restatement Effective Date.



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:



SECTION 1

DEFINITIONS




     Unless otherwise specifically provided herein, the following terms shall have the following
meanings:



     1.1 “AAA” shall have the meaning set forth in Exhibit 10.6(b), Section A(2).



     1.2 “Affirmative Notice” shall have the meaning set forth in Section 2.2.1.3.1.



     1.3 “Aptamer” shall mean a non-naturally occurring nucleic acid ligand, which may be
identified, e.g., through the SELEX Process, having a specific binding affinity for a target
molecule, including without limitation, small molecules and proteins, and any structural variations
and modifications, derivatives, homologs, analogs or mimetics thereof, but excluding Photoaptamers.



     1.4 “Aptamer-Specific Patent Rights” shall mean any Patent Rights on a claim-by-claim basis
that solely cover specific Aptamer or Photoaptamer sequences and/or uses of such sequences.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




 









 








     1.5 “Aptamer Therapeutic Product” shall mean an Aptamer that is, or is a component of, a
therapeutic drug.



     1.6 “Affiliate” shall mean any entity owned, owning or under common ownership with a Party to
this Agreement to the extent of at least fifty percent (50%) of the equity (or such lesser
percentage which is the maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) having the power to vote on or direct the affairs of the entity and any person, firm,
partnership, corporation or other entity actually controlled by, controlling or under common
control with such entity. Notwithstanding the foregoing, neither Party shall be an “Affiliate” of
the other Party, or any of its Affiliates, for the purposes of this Agreement.



     1.7 “Archemix Collaborative Partner” shall mean any Third Party with whom Archemix is engaged,
from time to time, in a collaborative effort to research, develop or commercialize Aptamers or
Photoaptamers, which collaborative effort is evidenced by a written agreement. For purposes of
clarity, as used in this definition, a “collaborative effort” includes, without limitation,
out-licensing of products developed by Archemix or its Affiliates.



     1.8 “Archemix Licensed Patents” shall mean any Patent Rights that are Controlled by Archemix
as a result of the Gilead-Archemix Agreement as of the Restatement Effective Date, including,
without limitation, the Patent Rights listed on Exhibit 1.8 but excluding Aptamer-Specific
Patent Rights.



     1.9 “Archemix Licensed Products” shall mean any product for use in the Gilead-Archemix Field,
the making, using, selling or offering for sale of which would infringe a SomaLogic EC Patent but
for the license(s) granted herein.



     1.10 “Archemix Patents” shall mean the Patent Rights that are Controlled by Archemix that
relate to SELEX methods or processes and/or Aptamer or Photoaptamer methods, compositions, and/or
uses thereof as of the Restatement Effective Date, but excluding (a) Aptamer-Specific Patent Rights
and (b) Archemix Licensed Patents.



     1.11 “Archemix EC Royalties” shall have the meaning set forth in Section 3.1.1.



     1.12 “Archemix CD Royalties” shall have the meaning set forth in Section 3.1.3.



     1.13 “Breaching Party” shall have the meaning set forth in Section 7.2.



     1.14 “Clinical Diagnostic Field” shall mean the assaying, testing or determination outside of
a living organism, of a substance in any biological test material, in connection with clinical
practice, for the purpose of identifying, characterizing, defining or diagnosing a disease
or other condition in humans or animals, including without limitation, a determination of the
state of health, in order to treat or prevent disease.



     1.15 “Companion Diagnostic Product(s)” shall have the meaning set forth in Section 2.6.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.16 “Companion Diagnostic Product Option” shall have the meaning set forth in Section
2.6.



     1.17 “Confidential Information” shall have the meaning set forth in Section 4.1.



     1.18 “Control” or “Controlled” shall mean, with respect to any intellectual property right,
including, without limitation, any Patent Rights, possession of the right, whether by ownership or
license, to assign or to grant licenses, sublicenses, immunities or other rights as provided for
herein under such right without the payment of additional consideration to, and without violating
the terms of any agreement or other arrangement with, any Third Party. For purposes of clarity,
two (2) or more entities may Control rights to different territories or fields of use under the
same Patent Rights.



     1.19 “Cost of Goods Sold” shall mean the cost of manufacturing a Product, using, as the case
may be, SomaLogic’s or Archemix’s standard accounting procedures and computed in accordance with
GAAP. Such cost shall include the fully burdened cost of all raw materials, auxiliaries and other
ingredients, labor and overhead, depreciation, maintenance and repair and shall also include
reasonable expenses for services and transportation charges and any royalties paid to Third Parties
in connection with the manufacturing process or materials used. “Cost of Goods” shall not include
general and administrative expenses, sales and marketing costs.



     1.20 “GAAP” shall mean generally accepted U.S. accounting principles consistently applied.



     1.21 “Default” shall have the meaning set forth in Section 7.2.



     1.22 “Disclosing Party” shall have the meaning set forth in Section 4.1.



     1.23 “Dispute” shall have the meaning set forth in Section 10.6.



     1.24 “Drug Screening Field” shall mean the use of Aptamers or Photoaptamers as competitive
binding agents in displacement assays for in vitro screening of potential therapeutic drugs as
described in [***].



     1.25 “EC Royalty Term” shall have the meaning set forth in Sections 3.2.1.



     1.26 “EC Technology License Agreement” shall mean that certain License Agreement between
SomaLogic, Inc. and EC Technology LLC dated June 14, 2004, as amended on or about June 14, 2007.



     1.27 “Exclusive Target Notice” shall have the meaning set forth in Section 2.2.1.1.



     1.28 “Exclusive Targets” shall mean the targets designated from time to time by Archemix
pursuant to Section 2.2.1.1.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.29 “Ex Vivo Field” shall mean all uses of Aptamers or Photoaptamers outside of a human
body. For purposes of clarity, the Ex Vivo Field includes, without limitation, uses of Aptamers or
Photoaptamers in the Drug Screening Field and the Target Validation Field. Notwithstanding the
foregoing, the Ex Vivo Field specifically excludes uses of Aptamers or Photoaptamers in the
Purification Field and the Manufacturing Purification Field.



     1.30 “Force Majeure Event” shall have the meaning set forth in Section 10.1.



     1.31 “Gilead-Archemix Agreement” shall mean the License Agreement entered into by and between
Gilead Sciences, Inc. and Archemix Corp. dated October 23, 2001.



     1.32 “Gilead-Archemix Field” shall have the meaning ascribed to the term “Licensed Field” as
set forth in the Gilead-Archemix Agreement as clarified by the Gilead-SomaLogic Agreement
Clarification.



     1.33 “Gilead-SomaLogic Agreement” shall mean the License, Assignment and Sale Agreement
entered into by and among Gilead Sciences, Inc., SomaLogic and University Technology Corporation
dated November 11, 1999.



     1.34 “Gilead-SomaLogic Agreement Clarification” shall mean the agreement of interpretation of
Section 1.12 of the Gilead-SomaLogic Agreement entered into by the Parties as of the Original
Agreement Effective Date.



     1.35 “Gilead-SomaLogic Field” shall have the meaning ascribed to the term “In Vitro
Diagnostics” as set forth in the Gilead-SomaLogic Agreement Clarification.



     1.36 “Indemnified Party” shall have the meaning set forth in Section 8.3.



     1.37 “Indemnifying Party” shall have the meaning set forth in Section 8.3.



     1.38 “In Vivo Imaging Field” shall mean all uses of Aptamers or Photoaptamers for in vivo
imaging, to the extent that such uses are not subject to Patent Rights Controlled by Schering
AG as a result of the License Agreement and Collaborative Research Agreement, dated November
16, 1993, between NeXagen, Inc. and Schering AG.



     1.39 “Losses” shall have the meaning set forth in Section 8.2.



     1.40 “Licensed Aptamer” shall have the meaning set forth in Section 2.2.1.2.



     1.41 “Licensed Patents” shall mean, collectively, the Archemix Licensed Patents and the
SomaLogic Licensed Patents including, without limitation, the patents and patent applications
listed on Exhibit 1.8 and Exhibit 1.70 attached hereto.



     1.42 “Licensor Party” shall have the meaning set forth in Section 2.8.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.43 “Manufacturing Purification Field” shall mean all uses of Aptamers or Photoaptamers
as Purification Agents for isolation of materials to be sold. For purposes of clarity, the
Manufacturing Purification Field includes uses of Aptamers or Photoaptamers as Purification Agents
in the isolation of manufacturing intermediates that undergo subsequent modification(s) prior to
sale.



     1.44 “Net Sales” shall mean the amount invoiced by a Party or its Affiliates (a “Selling
Party”) for sales of a Product to unaffiliated Third Parties less the following deductions
applicable to the Product for:



          (a) transportation charges and insurance charges paid by the Selling Party;




          (b) sales and excise taxes or customs duties paid by the Selling Party or any other
governmental charges imposed upon the sale of the Product and paid by the Selling Party exclusive
of taxes on the income of the Selling Party;




          (c) fees paid to distributors, consignees or agents in connection with the sale of the
Product;




          (d) rebates and premiums granted in connection with the sale of a Product;




          (e) credits to customers on account of governmental requirements, price differences,
rejection, outdating, returns or recalls of the Product;




          (f) quantity discounts, cash discounts or chargebacks granted in connection with the sale of
the Product;




          (g) provisions for price reductions; and




          (h) the Selling Party’s standard allowance as demonstrated to the other Party’s reasonable
satisfaction, and in no case in excess of [***] percent ([***]%).




     1.45 “New Archemix License” shall mean any license granted by Archemix to SomaLogic under this
Agreement as of the Restatement Effective Date but not including any of the licenses granted in the
Original Agreement and continuing under this Agreement. For purposes of clarity, the New Archemix
License shall exclude , without limitation, the licenses granted under Section 2.1.1 in the
Original Agreement, the licenses granted within the Target Validation Field in the Original
Agreement, the licenses granted within the Drug Screening Field in the Original Agreement, and the
licenses granted to the use of Aptamers or Photoaptamers as Purification Agents within the Clinical
Diagnostics Field in the Original Agreement.



     1.46 “New SomaLogic License” shall mean any license granted by SomaLogic to Archemix under
this Agreement as of the Restatement Effective Date but not including any of the licenses granted
in the Original Agreement and continuing under this Agreement. For purposes of clarity, the New
SomaLogic License shall exclude without limitation, the licenses granted under Sections 2.2.1
(other than the licenses granted under sub-sections 2.2.1.1 and 2.2.1.2) in the Original
Agreement, the licenses granted in Section 2.2.2 in the Original


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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Agreement, the licenses granted in Section 2.2.3 in the Original Agreement, and the licenses
granted in Section 2.2.4 in the Original Agreement.




     1.47 “Non-Selling Party” shall mean the Party that is not a Selling Party.



     1.48 “Other Archemix Patent Rights” shall mean any Patent Rights, other than Archemix Licensed
Patents and Archemix Patents, that come to be Controlled by Archemix after the Restatement
Effective Date and that claim or relate to SELEX methods or processes and/or Aptamer or
Photoaptamer methods, compositions and/or uses of such methods, processes or compositions but
excluding Aptamer-Specific Patent Rights except as otherwise expressly set forth herein.



     1.49 “Other SomaLogic Patent Rights” shall mean any Patent Rights, other than SomaLogic
Licensed Patents, SomaLogic Patents, and SomaLogic EC Patents, that come to be Controlled by
SomaLogic after the Restatement Effective Date and that claim or relate to SELEX methods or
processes and/or Aptamer or Photoaptamer methods, compositions and/or uses of such methods,
processes or compositions but excluding Aptamer-Specific Patent Rights except as otherwise
expressly set forth herein.



     1.50 “Partnering Agreement” shall have the meaning set forth in Section 2.2.1.3.2.



     1.51 “Patent Rights” shall mean all rights and interests in and to issued patents and pending
applications, including non-provisional patents and non-provisional patent applications, and all
divisions, continuations and continuations-in-part thereof, patents issuing on any of the
foregoing, all reissues, reexaminations, renewals and extensions thereof, and supplementary
protection certificates therefor, as well as any certificates of invention or applications
therefor, and all foreign equivalents of any of the foregoing.



     1.52 “Photoaptamer” shall mean an Aptamer that includes a photoreactive chemical, including,
without limitation, a brominated deoxyuridine (BrdU), that forms a covalent crosslink with its
target molecule when exposed to radiation including, without limitation, ultraviolet light.



     1.53 “PhotoSELEX” or “PhotoSELEX Process” shall mean the SELEX process modified for the
identification of PhotoAptamers.



     1.54 “Procuring” shall have the meaning set forth in Section 5.2.



     1.55 “Product” shall mean, as dictated by the context, an Archemix Licensed Product, a
Companion Diagnostic Product, and/or a SomaLogic Licensed Product.



     1.56 “Proposed Terms” shall have the meaning set forth in Section 2.2.1.3.1.



     1.57 “Protein Profiling Aptamer Array” shall mean an array populated by more than one species
of Aptamer that can detect the presence or concentration of one or more proteins from a sample.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.58 “Purification Agent” shall mean a compound that is used to enrich, deplete, or
isolate one or more components of a solution or mixture.



     1.59 “Reserved Targets” shall mean the targets listed on Exhibit 1.58 attached hereto.



     1.60 “Purification Field” shall mean all uses, other than uses in the Manufacturing
Purification Field, of Aptamers or Photoaptamers as Purification Agents. For purposes of clarity,
the Purification Field specifically excludes uses of Aptamers or Photoaptamers in the Manufacturing
Purification Field.



     1.61 “Receiving Party” shall have the meaning set forth in Section 4.1.



     1.62 “Release” shall have the meaning set forth in Section 2.9.



     1.63 “Restatement Effective Date” shall mean the later of (a) the date of receipt by Archemix
of an executed copy of the EC License Amendment and (b) the date of receipt by each Party of a
Final Acceptance Notice from the other Party.



     1.64 “RiboReporters” shall mean allosteric ribozymes whose catalytic activity is changed or
modulated by the presence of a specific target.



     1.65 “Robotic SELEX” shall mean the process, equipment and reagents required to perform SELEX
or PhotoSELEX in an automated process.



     1.66 “CD Royalty Term” shall have the meaning set forth in Section 3.2.3.



     1.67 “SELEX or SELEX Process” shall mean any process for the selection or identification of
Aptamers.



     1.68 “SELEX Technology” means any process for modifying, optimizing, and/or
stabilizing an Aptamer wherein such modification, optimization, or stabilization includes without
limitation minimization, truncation, conjugation, complexation, substitution, deletion, and/or
incorporation of modified nucleotides. Notwithstanding the foregoing, SELEX Technology
specifically excludes any subject matter claimed in any of the SomaLogic EC Patents.



     1.69 “Selling Party” shall have the meaning set forth in Section 1.45.



     1.70 “SomaLogic Collaborative Partner” shall mean any Third Party with whom SomaLogic is
engaged, from time to time, in a collaborative effort to research, develop or commercialize
Aptamers or Photoaptamers, which collaborative effort is evidenced by a written agreement. For
purposes of clarity, as used in this definition, a “collaborative effort” includes, without
limitation, out-licensing of products developed by SomaLogic or its Affiliates.



     1.71 “SomaLogic Diagnostic” shall have the meaning set forth in Section 2.6.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.72 “SomaLogic Licensed Patents” shall mean any Patent Rights that are Controlled by
SomaLogic as a result of the Gilead-SomaLogic Agreement as of the Restatement Effective Date,
including, without limitation, the Patent Rights listed on Exhibit 1.70 but excluding
Aptamer-Specific Patent Rights.



     1.73 “SomaLogic Licensed Products” shall mean any product for use in the Manufacturing
Purification Field, the making, using, selling or offering for sale of which would infringe an
Archemix Licensed Patent or an Archemix Patent but for the license(s) granted herein.



     1.74 “SomaLogic Patents” shall mean any Patent Rights that are Controlled by SomaLogic that
relate to SELEX methods or processes and/or Aptamer methods, compositions and/or uses as of the
Restatement Effective Date, but excluding (a) Aptamer Specific Patent Rights, (b) SomaLogic
Licensed Patents, and (c) SomaLogic EC Patents.



     1.75 “SomaLogic EC Patents” shall mean any Patent Rights that are Controlled by SomaLogic as a
result of the EC Technology License Agreement including, without limitation, the Patent Rights
identified in Exhibit 1.73.



     1.76 “SomaLogic Royalties” shall have the meaning set forth in Section 3.1.2.



     1.77 “SomaLogic Royalty Term” shall have the meaning set forth in Section 3.2.2.



     1.78 “Sublicense Income” shall mean all payments received by a Party as consideration for the
grant by such Party of a sublicense to a Third Party of any of the rights granted to it herein
pursuant to Section 2.1.6 (in the case of SomaLogic) and Section 2.2.5 (in the case of Archemix),
excluding (a) payments made under such sublicense in consideration of the issuance of equity or
debt securities of such Party to the extent that the price paid for such equity does not exceed the
then fair market value of such equity and (b) payments made under such sublicense which are
required to be used to support or fund research and development activities to be undertaken by such
Party pursuant to a budget for sponsored research that is based on full-time equivalent or other
cost-accounting methodologies that are consistent with then current industry practices.



     1.79 “Sublicensee Party” shall have the meaning set forth in Section 2.8.2.



     1.80 “Target” shall mean any protein receptor, and/or any protein ligand to a protein
receptor, that SomaLogic, its Affiliates, or its sublicensees, in good faith, reasonably intends to
pursue under the New Archemix License.



     1.81 “Target Validation Field” shall mean the use of Aptamers or Photoaptamers to bind to a
target molecule in vivo or in cell culture assays to activate, inhibit or otherwise modulate the
activity of the target molecule and thereby demonstrate that such activation, inhibition or
modulation is potentially useful for development of a therapeutic drug.



     1.82 “Term” shall have the meaning set forth in Section 7.1.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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     1.83 “Terminating Party” shall have the meaning set forth in Section 7.2.



     1.84 “Territory” shall mean worldwide.



     1.85 “Therapeutic Partnering Agreement” shall have the meaning set forth in Section 2.2.1.3.1.



     1.86 “Therapeutic Partnering Agreement Notice” shall have the meaning set forth in Section
2.2.1.3.1.



     1.87 “Third Party” shall mean any person or entity other than Archemix, SomaLogic and their
respective Affiliates.



     1.88 “Third Party Agreement” shall have the meaning set forth in Section 2.8.



     1.89 “Third Party Licensor” shall have the meaning set forth in Section 2.8.



     1.90 “Third Party Payments” shall have the meaning set forth in Section 2.8.2.



     1.91 “Valid Claim” shall mean any claim of a pending patent application or an issued,
unexpired patent that has not been (a) finally cancelled, withdrawn, abandoned or rejected in a
decision by any administrative agency or other body of competent jurisdiction, which decision is
unappealable or unappealed within the time allowed for appeal, (b) permanently revoked, held
invalid, or declared unpatentable or unenforceable in a decision of a court or other body of
competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c)
rendered unenforceable through disclaimer or otherwise, and (d) lost through an interference
proceeding



SECTION 2

GRANT OF RIGHTS




     2.1 License Grants by Archemix. Subject to the terms and conditions set forth herein,
Archemix hereby grants to SomaLogic the following licenses.



          2.1.1 SomaLogic Diagnostic Rights. Archemix hereby grants to SomaLogic a non-exclusive,
royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim
or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have
used, sell, offer for sale, have sold, keep, import and export products for use within the
Gilead-SomaLogic Field, during the Term and throughout the Territory.




          2.1.2 SomaLogic Ex Vivo Rights. Archemix hereby grants to SomaLogic a non-exclusive,
royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim
or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have
used, sell, offer for sale, have sold, keep, import and export products in the Ex Vivo Field,
during the Term and throughout the Territory.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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          2.1.3 SomaLogic Purification Rights. Archemix hereby grants to SomaLogic an exclusive,
royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim
or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have
used, sell, offer for sale, have sold, keep, import and export products in the Purification Field,
during the Term and throughout the Territory.




          2.1.4 SomaLogic In Vivo Imaging Rights. Archemix hereby grants to SomaLogic a non-exclusive,
royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim
or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have
used, sell, offer for sale, have sold, keep, import and export products in the In Vivo Imaging
Field, during the Term and throughout the Territory.




          2.1.5 Robotic SELEX. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free,
paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to
the use of Robotic SELEX, to perform Robotic SELEX, during the Term and throughout the Territory.




          2.1.6 SomaLogic Manufacturing Purification Rights. Archemix hereby grants to SomaLogic an
exclusive (except as provided in Section 2.1.7), royalty-bearing license under the Archemix
Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or
Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have
sold, keep, import and export products in the Manufacturing Purification Field, during the Term and
throughout the Territory.




          2.1.7 Retained Rights. Notwithstanding anything to the contrary in this Agreement, SomaLogic
shall have no right or license under the license granted under Section 2.1.6 with respect to any of
the Reserved Targets. In addition, the Parties acknowledge and agree that (a) Archemix has
previously granted to a Third Party a non-exclusive license to Aptamers that bind to [***] and (b)
subject to Section 9.3, the license granted to SomaLogic under Section 2.1.6 shall be non-exclusive
with respect to Aptamers that bind to [***].




          2.1.8 Archemix Commercial Uses. In the event that Archemix at any time during the Term
determines that it wishes to obtain a license in the Manufacturing Purification Field that will
cover the commercial use of Aptamers or Photoaptamers by Archemix and/or an Archemix Collaborative
Partner, then it shall provide written notice of same to SomaLogic, whereupon the Parties shall
negotiate in good faith for a period not to exceed [***] days with respect to the terms and
conditions of such license.




          2.1.9 Protein Profiling Arrays. Archemix hereby grants to SomaLogic a non-exclusive,
royalty-free, paid-up license under any Patent Rights that are Controlled by Archemix during the
Term that claim a protein profiling array and that are discovered through use of a SomaLogic
Protein Profiling Aptamer Array provided by SomaLogic under Section 2.7 below.




          2.1.10 Improvements to the SELEX Process and SELEX Technology. Archemix hereby grants to
SomaLogic a non-exclusive, royalty-free, paid-up license under the Other Archemix Patent Rights,
that claim or relate to improvements of the SELEX Process or SELEX Technology, to research,
develop, make, have made, use, have used, sell, offer for sale,



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




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have sold, keep, import and export products within the Gilead-SomaLogic Field and the field of
any license granted to SomaLogic hereunder, during the Term and throughout the Territory.




          2.1.11 Sublicensing Rights.




               2.1.11.1 Sections 2.1.1 — 2.1.6 and 2.1.9. Each of the foregoing license grants in Section
2.1.1 through Section 2.1.6 and 2.1.9 hereof includes the right of SomaLogic to grant sublicenses
to its Affiliates and any Third Party. Any sublicense may include the right to grant further
sublicenses. If this Agreement is terminated, SomaLogic shall provide Archemix with notice of any
granted sublicenses and a copy of any sublicense agreements related thereto, and any granted
sublicenses shall remain in full force and effect, provided, that, the sublicensee is not then in
breach of its sublicense agreement and the sublicensee agrees to be bound to Archemix as a licensor
under the terms and conditions of the sublicense agreement. If this Agreement is terminated,
provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement
and the sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of
such sublicense agreement, Archemix shall enter into appropriate agreements or amendments to such
sublicense agreement to substitute itself for SomaLogic as the licensor thereunder.



               2.1.11.2 Section 2.1.10. The foregoing license grant in Section 2.1.10 hereof includes the
right of SomaLogic to grant sublicenses to its Affiliates and any SomaLogic Collaborative Partner,
provided, that, each such sublicense shall be limited to programs directed to the research,
discovery, development, or commercialization of products within the Gilead-SomaLogic Field and the
field of any license granted to SomaLogic hereunder. Any sublicense may include the limited right
to grant further sublicenses solely for such purposes. If this Agreement is terminated, SomaLogic
shall provide Archemix with notice of any granted sublicenses and a copy of any sublicense
agreements related thereto, and any granted sublicenses shall remain in full force and effect,
provided, that, the sublicensee is not then in breach of its sublicense agreement and the
sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of the
sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted
sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to
Archemix as a licensor under the terms and conditions of such sublicense agreement, Archemix shall
enter into appropriate agreements or amendments to such sublicense agreement to substitute itself
for SomaLogic as the licensor thereunder.



               2.1.11.3 For any sublicense granted by SomaLogic under this Section 2.1.11, SomaLogic will
cause each such sublicensee to comply with all of the relevant obligations and covenants of
SomaLogic related to any license or sublicense granted by Archemix to SomaLogic under this
Agreement, including without limitation SomaLogic’s obligations under Sections 3.2, 3.3, 3.6, 3.7,
and 3.9 hereof.



          2.1.12 Reserved Rights. Notwithstanding anything to the contrary herein, (i) the exclusive
licenses granted herein by Archemix are subject to Archemix’s continued right to practice the
licensed rights solely for internal research and development uses or to sublicense such rights to
Archemix Collaborative Partners solely for internal research and development uses and (ii) no right
or license to any therapeutic veterinary applications are granted in this Agreement to SomaLogic.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




11









 








     2.2 License Grants by SomaLogic. Subject to the terms and conditions set forth herein,
SomaLogic hereby grants to Archemix the following licenses.



          2.2.1 Aptamer Therapeutics Rights. SomaLogic hereby grants to Archemix a non-exclusive,
royalty free, paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents, that
claim or relate to the use of Aptamers or, subject to the terms and conditions of the
Gilead-SomaLogic Agreement, Photoaptamers, to research, develop, make, have made, use, have used,
sell, offer for sale, have sold, keep, import and export products for use in the Gilead-Archemix
Field, during the Term and throughout the Territory.




               2.2.1.1 Exclusive Targets. During the Term Archemix may identify up to [***] targets (the
“Exclusive Targets”) in each year following the Restatement Effective Date by providing written
notice to SomaLogic (the “Exclusive Target Notice”). As soon as practicable after its receipt of
the Exclusive Target Notice, SomaLogic shall identify any pre-existing obligations it may have to a
Third Party with respect thereto and shall promptly inform Archemix in writing of any such
pre-existing obligations that would not permit such target’s identification as an Exclusive Target.
Subject to the foregoing, SomaLogic agrees that it will not develop any Aptamers or Photoaptamers
directed to such Exclusive Targets either for itself or for any Third Party for therapeutic uses.
For purposes of clarity, (a) SomaLogic shall have the right to develop and commercialize Aptamers
and Photoaptamers to all Exclusive Targets for non-therapeutic uses and (b) this Section 2.2.1.1
shall apply to any such Exclusive Targets only for so long as Archemix maintains an on-going bona
fide research program directed to each such Exclusive Target and uses commercially reasonable
efforts to develop Aptamer therapeutics directed to each such Exclusive Target. On or before [***]
and [***] of each year during the Term, Archemix shall provide a written report to SomaLogic that
indicates which Exclusive Targets are still the subject of an on-going bona fide research program
and which are no longer the subject of an ongoing bona fide research program.



               2.2.1.2 Exclusive License to Certain SomaLogic Aptamer Sequences. SomaLogic shall provide
Archemix with written notice upon its generation of an Aptamer or Photoaptamer to any Exclusive
Target. As soon as practicable thereafter, (a) SomaLogic shall provide Archemix with (i) a list of
the Aptamers or Photoaptamers selected for sequencing by SomaLogic, such list to exclude any
Aptamers or Photoaptamers that SomaLogic intends to develop for commercialization, (ii) any
available data regarding such sequences and (iii) upon Archemix’s request pursuant to Section 2.12,
samples of the Aptamers or Photoaptamers identified by SomaLogic, and (b) Archemix shall provide SomaLogic with written notice which
shall identify from such list of sequences the particular Aptamer or, subject to the terms and
conditions of the Gilead-SomaLogic Agreement, Photoaptamer, sequences, up to a total of [***] such
sequences for each Exclusive Target, for which Archemix desires a license from SomaLogic (each
such sequence, a “Licensed Aptamer”). During the Term, SomaLogic shall grant Archemix an
exclusive, paid-up, royalty-free license under the SomaLogic Licensed Patents, SomaLogic Patents
and the Other SomaLogic Patents solely to research, develop or commercialize such Licensed Aptamers
for therapeutic purposes. For purposes of clarity, SomaLogic will (i) not grant any license to a
Third Party to research, develop or commercialize Licensed Aptamers for any purpose, and (ii)
retain all non-therapeutic rights to all other Aptamer and Photoaptamer sequences generated by
SomaLogic to any Exclusive Targets.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




12









 








          2.2.1.3 Right of First Refusal.




               2.2.1.3.1 Therapeutic Rights. If and to the extent that SomaLogic finalizes the material
terms of a proposed collaboration with a Third Party in which SomaLogic would grant a license(s)
under the SomaLogic Patents or Other SomaLogic Patent Rights solely for the research, development
and/or commercialization of Aptamers or Photoaptamers to [***] or more target molecules for
therapeutic purposes (a “Therapeutic Partnering Agreement”), SomaLogic shall, prior to entering
into a binding agreement with such Third Party, give written notice (a “Therapeutic Partnering
Agreement Notice”) to Archemix that shall include a statement of the proposed, material terms for
the Therapeutic Partnering Agreement (the “Proposed Terms”). Upon receipt of the Therapeutic
Partnering Agreement Notice, if Archemix determines in good faith that it would like to enter into
a Therapeutic Partnering Agreement with SomaLogic upon terms which are at least as favorable to
SomaLogic as the Proposed Terms, Archemix shall be entitled to give written notice (an “Affirmative
Notice”) to SomaLogic that it elects to exercise its right to enter into a Therapeutic Partnering
Agreement upon terms which are at least as favorable to SomaLogic as the Proposed Terms. If
Archemix does not deliver a written Affirmative Notice to SomaLogic within [***] days of the
delivery of the Therapeutic Partnering Agreement Notice by SomaLogic, then SomaLogic shall be free
to enter into an agreement with (i) any Third Party under terms which are at least as favorable to
SomaLogic as the Proposed Terms within [***] months of SomaLogic’s delivery of the Therapeutic
Partnering Agreement Notice to Archemix or (ii) the Third Party for which the Therapeutic
Partnering Agreement Notice was provided, solely to the extent that negotiations with such Third
Party are continuous from the date of SomaLogic’s delivery of the Therapeutic Partnering Agreement
Notice to Archemix through the date of execution of the applicable agreement. If Archemix delivers
an Affirmative Notice to SomaLogic within the requisite [***] day time period, then Archemix and
SomaLogic shall immediately commence good faith negotiations and shall enter into a Therapeutic
Partnering Agreement upon terms which are at least as favorable to SomaLogic as the Proposed Terms
as well as such other mutually acceptable terms as would be customary for such an agreement.



               2.2.1.3.2 Therapeutic and Other Rights. If and to the extent that SomaLogic enters into
negotiations with a Third Party for a license under the SomaLogic Patents or Other SomaLogic Patent
Rights for the research, development and/or commercialization of (a) Aptamers or Photoaptamers to
[***] or more target molecules for therapeutic purposes and (b) any Aptamers or Photoaptamers, or
uses of Aptamers or Photoaptamers, for non-therapeutic purposes (a “Partnering Agreement”),
SomaLogic shall notify Archemix of such negotiations within [***] days of the initiation of such
negotiations. Upon Archemix’s written request, SomaLogic shall enter into good faith negotiations
with Archemix for a license under the SomaLogic Patents or Other SomaLogic Patent Rights for the
research, development and/or commercialization of such Aptamers or Photoaptamers to such target
molecules for therapeutic purposes. For clarity, so long as SomaLogic provides the notice as
provided in this Section 2.2.1.3.2, SomaLogic and such Third Party may, in SomaLogic’s sole
discretion, (i) continue negotiations regarding such Partnering Agreement, including, without
limitation, during the period in which SomaLogic and Archemix conduct any negotiations under this
Section 2.2.1.3.2, and (ii) execute and deliver such Partnering Agreement.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




13









 








          2.2.2 Robotic SELEX. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free,
paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents, that claim or relate to
the use of Robotic SELEX, to perform Robotic SELEX, during the Term and throughout the Territory.




          2.2.3 In Vitro Analysis Rights. SomaLogic hereby grants to Archemix a non-exclusive,
royalty-free, paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents that claim
or relate to the use of Aptamers or, subject to the terms and conditions of the Gilead-SomaLogic
Agreement, Photoaptamers, in any in vitro analysis, including, without limitation, non-clinical
FACS analysis, immunohistochemistry, and single-analyte assays, during the Term and throughout the
Territory. Subject to Section 2.2.7.2, the license granted by SomaLogic to Archemix pursuant to
this Section 2.2.3 to use Aptamers and Photoaptamers in in vitro analysis shall be limited to
programs directed to the research, discovery or development of Aptamer Therapeutic Products by
Archemix. For purposes of clarity, Archemix shall not have the right under such license to perform
any such in vitro analysis for the benefit of a Third Party on a fee-for-service or contract
research basis.




          2.2.4 RiboReporter Rights. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free,
paid-up license under the SomaLogic Licensed Patents and the SomaLogic Patents, that claim or
relate to the SELEX Process and Aptamers or Photoaptamers, to research, develop, make, have made,
use, have used, sell, offer for sale, have sold, keep, import and export RiboReporters solely for
uses outside of the Clinical Diagnostic Field, during the Term and throughout the Territory.




          2.2.5 EC Technology Rights. SomaLogic hereby grants to Archemix a non-exclusive,
royalty-bearing license under the SomaLogic EC Patents (a) to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export
Aptamer products for use in the Gilead-Archemix Field, during the Term and throughout the
Territory and (b) to research, develop, make, have made, use, have used, import and keep any
products not covered by Section 2.2.5(a) for use in the Gilead-Archemix Field, during the Term and
throughout the Territory.




          2.2.6 Improvements to the SELEX Process and SELEX Technology. SomaLogic hereby grants to
Archemix a non-exclusive, royalty-free, paid-up license under the Other SomaLogic Patent Rights,
that claim or relate to improvements of the SELEX Process or SELEX Technology, to research,
develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export
products for use in the Gilead-Archemix Field and the field of any license granted to Archemix
hereunder, during the Term and throughout the Territory.




          2.2.7 Sublicensing Rights.




               2.2.7.1 Sections 2.2.1, 2.2.2, and 2.2.4. Each of the foregoing license grants in Section
2.2.1, 2.2.2, and 2.2.4 hereof includes the right of Archemix to grant sublicenses to its
Affiliates and any Third Party. Any sublicense may include the right to grant further sublicenses.
If this Agreement is terminated, Archemix shall provide SomaLogic with notice of any granted
sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses
shall remain in full force and effect, provided, that, the sublicensee is not


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




14









 







then in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic
as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is
terminated, provided that the sublicensee of a granted sublicense is not in breach of its
sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the
terms and conditions of such sublicense agreement, SomaLogic shall enter into appropriate
agreements or amendments to such sublicense agreement to substitute itself for Archemix as the
licensor thereunder.




               2.2.7.2 Sections 2.2.3, 2.2.5, and 2.2.6. Each of the foregoing license grants in Section
2.2.3, 2.2.5, and 2.2.6 hereof includes the right of Archemix to grant sublicenses to its
Affiliates and any Archemix Collaborative Partner, provided that each of any such sublicenses shall
be limited to programs directed to the research, discovery or development of Aptamer Therapeutic
Products by Archemix or Archemix Collaborative Partners. Any sublicense may include the limited
right to grant further sublicenses solely for such purposes. If this Agreement is terminated,
Archemix shall provide SomaLogic with notice of any granted sublicenses and a copy of any
sublicense agreements related thereto, and any granted sublicenses shall remain in full force and
effect, provided that the sublicensee is not then in breach of its sublicense agreement and the
sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of the
sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted
sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of
such sublicense agreement, SomaLogic shall enter into appropriate agreements or amendments to such
sublicense agreement to substitute itself for Archemix as the licensor thereunder.



               2.2.7.3 For any sublicense granted by Archemix under this Section 2.2.7, Archemix will cause
each such sublicensee to comply with of all of the relevant obligations and covenants of Archemix
related to any license or sublicense granted by SomaLogic to Archemix under this Agreement,
including without limitation Archemix’s obligations under Sections 3.2, 3.3, 3.6, 3.7, and 3.9
hereof.



     2.3 Disclosure of Aptamer Sequences. The Parties shall make good faith efforts to disclose
the nucleic acid sequences of Aptamers or Photoaptamers, subject to license grants herein, that are
discovered by either of them during the Term to the extent such sequences have been published or
have otherwise been made available to the public and such disclosure would be consistent with good
business judgment as determined by such Party in its sole discretion.



     2.4 Nonassertion by Archemix. Archemix hereby agrees that it will not assert any Other
Archemix Patent Rights against SomaLogic or its Affiliates or sublicensees for making, having made,
using, having used, selling, offering to sell, having sold, importing or exporting Aptamer or
Photoaptamer compositions to the extent such activities fall within the Gilead-SomaLogic Field or
the field of any license granted to SomaLogic hereunder.



     2.5 Nonassertion by SomaLogic. SomaLogic hereby agrees that it will not assert any Other
SomaLogic Patent Rights against Archemix or its Affiliates or sublicensees for making, having made,
using, having used, selling, offering to sell, having sold, importing or exporting Aptamer or
Photoaptamer compositions to the extent such activities fall within the Gilead-Archemix Field or
the field of any license granted to Archemix hereunder.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




15









 








     2.6 Option to Companion Diagnostic Products. SomaLogic hereby grants to Archemix the
option (the “Companion Diagnostic Products Option”) to obtain a license from SomaLogic under the
financial terms set forth in Section 3.1.3, under Patent Rights Controlled by SomaLogic, to
research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep and
import products that are specifically marketed and sold as companion diagnostic products for
Aptamer Therapeutic Products to be developed or commercialized by Archemix or an Archemix
Collaborative Partner (“Companion Diagnostic Products”), wherein such Companion Diagnostic Products
are intended for use in: (i) detecting a disease or condition in humans or animals to be treated
with such Aptamer Therapeutic Product, (ii) evaluating a subject’s suitability for treatment with
such Aptamer Therapeutic Product or (iii) monitoring a subject’s response to treatment with such
Aptamer Therapeutic Product. In the event that SomaLogic Controls the rights to a product that is
intended to diagnose or otherwise detect the existence of a disease or condition in humans or
animals (a “SomaLogic Diagnostic”) for which Archemix has developed a Aptamer Therapeutic Product
and such SomaLogic Diagnostic is suitable as a Companion Diagnostic Product, Archemix shall have the option (the “SomaLogic
Companion Diagnostic Products Option”) to negotiate for a license to such SomaLogic Diagnostic,
subject to any obligations that SomaLogic may have to a Third Party. Upon receipt of written
notice that Archemix desires to exercise the SomaLogic Companion Diagnostic Products Option for an
identified Aptamer Therapeutic Product, (a) subject to any obligations to a Third Party, SomaLogic
will promptly disclose to Archemix the existence of any relevant SomaLogic Diagnostic, including
any available information regarding such SomaLogic Diagnostic as is reasonably relevant, including
without limitation, a summary of the development work which has been completed on such SomaLogic
Diagnostic, data relating to the safety and efficacy of such SomaLogic Diagnostic, and samples of
such SomaLogic Diagnostic, subject to the execution and delivery of a commercially reasonable
material transfer agreement by the Parties relating to such samples, (b) if no such SomaLogic
Diagnostic exists, or if any obligations to a Third Party prevent SomaLogic from disclosing
information regarding a relevant SomaLogic Diagnostic to Archemix, SomaLogic will so inform
Archemix, and (c) if so requested by Archemix following receipt of such information, the Parties
hereby agree to negotiate in good faith an agreement regarding a license for the relevant SomaLogic
Diagnostic.



     2.7 Access to and Use of Protein Profiling Aptamer Arrays. Upon the request of Archemix,
SomaLogic will either supply Archemix with Protein Profiling Aptamer Arrays, or will perform for
Archemix protein detection and analysis services on samples provided by Archemix with Protein
Profiling Aptamer Arrays. Archemix shall be free to use such Protein Profiling Aptamer Arrays and
the results of such services, either itself or with an Archemix Collaborative Partner, solely to
discover and develop Aptamer Therapeutic Products. Archemix shall not otherwise use such Protein
Profiling Aptamer Arrays for the benefit of a Third Party other than an Archemix Collaborative
Partner nor will Archemix otherwise transfer any such Protein Profiling Aptamer Arrays to a Third
Party other than an Archemix Collaborative Partner. SomaLogic will supply such Protein Profiling
Aptamer Arrays or services to Archemix at [***] for such arrays [***] by [***], or the [***] for
materials that are consumed in connection with providing such services [***] by [***].



     2.8 Obligations to Third Party Licensors. The Parties hereby acknowledge that certain of the
Patent Rights licensed hereunder are Controlled by the licensor Party (the “Licensor Party”) by
virtue of a license or other agreement between the Licensor Party and a


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




16









 







Third Party (each a “Third Party Licensor”) who owns or otherwise Controls such Patent Rights. The Parties further acknowledge that such agreements contain certain payment or other
requirements or obligations pertaining to the grant of sublicenses, or the activities of
sublicensees, under such agreements (each such license or agreement is a “Third Party Agreement”).
The Parties hereby agree to the following obligations with respect to such Third Party Agreements.




          2.8.1 Notice. Attached hereto as Exhibit 2.8.1(a) is a list of all Third Party
Agreements to which Archemix is a party. Attached hereto as Exhibit 2.8.1(b) is a list of
all Third Party Agreements to which SomaLogic is a party.




          2.8.2 Obligations under Third Party Agreements. Each Party hereby agrees to conform to the
obligations and restrictions imposed upon it as a sublicensee (a “Sublicensee Party”) under any
Third Party Agreements, in each case as amended from time-to-time during the Term. Under certain
Third Party Agreements, the Third Party Licensor is entitled to receive payments on account of the
grant of sublicenses, or on account of specified activities of sublicensees (“Third Party
Payments”). Each Party hereby assumes the obligation to make all such Third Party Payments as are
attributable to the grant of the sublicense of rights to it hereunder, or as are attributable to
the activities, including without limitation, the achievement of milestones or the sale of
products, by it, its Affiliates and its sublicensees, as and when required under the applicable
Third Party Agreements. Each Party further agrees that the Licensor Party shall have the right,
but not the obligation, to fulfill such Sublicensee Party’s obligations under this Section 2.8.2 if
the Sublicensee Party should fail to do so in a timely and complete manner following written notice
from the Licensor Party, in order to avoid a loss or curtailment of the Licensor Party’s rights
under such Third Party Agreement, and that such Sublicensee Party shall reimburse the Licensor
Party for all costs and expenses incurred in so fulfilling such obligations of the Sublicensee
Party. Notwithstanding anything to the contrary herein, SomaLogic shall be responsible for [***]
Third Party Payments owed to [***] by Archemix in excess of the [***] specified in Section [***].




     2.9 Certain Acknowledgments Concerning the Gilead-SomaLogic Field. The Parties hereby
acknowledge the following: (i) that the scope of rights granted to SomaLogic under the
Gilead-SomaLogic Agreement was a matter of dispute between the Parties; (ii) that the Parties agree
that the scope of rights granted to SomaLogic under the Gilead-SomaLogic Agreement Clarification is
acceptable to them; (iii) that the Parties have, as of the Original Agreement Effective Date,
executed and delivered a mutual release of claims and settlement releasing claims that each has
against the other as more fully set forth therein (the “Release”); and (iv) that, for purposes of
determining the adequacy of the consideration received under the Gilead-SomaLogic Agreement
Clarification, the Release, the Original Agreement or this Agreement, for any purposes whatsoever,
all of the rights, obligations and forbearances granted under the other three agreements must be
taken into account.



     2.10 Research Management Committee. To coordinate efforts by both Parties to continue to
develop Aptamer and Photoaptamer technology and to facilitate the exchange of know-how foreseen by
this Agreement, the Parties will establish a Research Management Committee (“RMC”), which will be
comprised of equal numbers of representatives of each of the Parties. The RMC will meet at least
[***] per calendar year, alternating venues between the


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




17









 







vicinities of Cambridge, Massachusetts and Boulder, Colorado, to share scientific direction
and data and to coordinate basic research experiments. Intellectual property representatives of
each Party will be invited to participate in RMC meetings and such meetings will provide a forum to
discuss patent prosecution and enforcement issues and to allocate responsibility for the filing and
prosecution of any Joint Patents. The RMC will establish a clearance policy that will govern any
publication or presentation by a Party in which such Party proposes to include any previously
undisclosed information or intellectual property Controlled by the other Party. The RMC will
continue in existence for [***] years after the Effective Date, subject to extension by mutual
agreement of the Parties.




     2.11 Disclosure of Aptamer Data. Subject to any obligations to a Third Party, each Party
shall disclose to the other Party on the Restatement Effective Date and quarterly thereafter the
following information: (i) the targets for which it has attempted to identify an Aptamer or
Photoaptamer; (ii) the targets for which an Aptamer or Photoaptamer has been successfully
identified; (iii) the SELEX conditions used to successfully identify such Aptamer(s) or
Photoaptamer(s); and (iv) whatever data the disclosing Party possesses regarding the physical
characteristics of such Aptamers or Photoaptamers including such things as binding affinity and
association/dissociation constants, but excluding the sequence of such Aptamer(s) or
Photoaptamer(s) (such information, “Aptamer Data”). All such Aptamer Data shall be deemed to be
Confidential Information of the Disclosing Party and shall be subject to Section 4 of this
Agreement.



     2.12 Supply of Aptamers/Photoaptamers For Research. Upon the request of a Party, the other
Party shall use commercially reasonable efforts to supply the requesting Party with samples of the
Aptamers or Photoaptamers identified by such other Party under the terms set forth in Exhibit
2.12 (a) (in the case of Archemix) or 2.12(b) (in the case of SomaLogic) and, except as
otherwise provided for herein, solely for the internal research purposes of the requesting Party.



     2.13 Target Screening. Upon Archemix’s request, SomaLogic shall perform SELEX against targets
provided by Archemix using commercially reasonable efforts and shall provide the resulting Aptamer
Data to Archemix in accordance with the provisions of Section 2.11 hereof. SomaLogic shall own all
right, title and interest in and to the resulting Aptamers or Photoaptamers, and Archemix shall
have the right to license any such Aptamers or Photoaptamers from SomaLogic subject to the
provisions of Section 2.2.1.2 hereof.



     2.14 Therapeutic Photoaptamer Rights. Upon Archemix’s request, SomaLogic will assist Archemix
in its efforts to negotiate an agreement with Gilead Sciences Inc. to provide Archemix with a
royalty-free, paid up right to research, develop and commercialize Photoaptamers originally
discovered or developed by SomaLogic, or derivatives thereof, as Aptamer Therapeutic Products.



     2.15 Negative Covenants.



          2.15.1 Archemix. Archemix will include in any license or sublicense granted by Archemix to
the Archemix Licensed Patents (including any Aptamer-Specific Patent Rights within the Archemix
Licensed Patents) a negative covenant which prohibits the licensee or



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




18









 







sublicensee from using such rights to research, develop, make, have made, use, have used,
sell, offer for sale, have sold, keep, import and export Aptamers for use within the
Gilead-SomaLogic Field, during the Term and throughout the Territory.




          2.15.2 SomaLogic. SomaLogic will include in any license or sublicense granted by SomaLogic to
the SomaLogic Licensed Patents (including any Aptamer-Specific Patent Rights within the SomaLogic
Licensed Patents) a negative covenant which prohibits the licensee or sublicensee from using such
rights to research, develop, make, have made, use, have used, sell, offer for sale, have sold,
keep, import and export Aptamer Therapeutic Products, during the Term and throughout the Territory.




     2.16 New Archemix License.



          2.16.1 Target Identification. Notwithstanding anything to the contrary herein, prior to
SomaLogic or any sublicensee of SomaLogic performing or engaging in any activities with respect to
a Target under the New Archemix License (“Target Activities”), SomaLogic shall provide Archemix
with a written notice (each, a “Target Notice”) identifying the Target(s) that would be the subject
of any such activities. Within [***] days of receipt of a Target Notice, Archemix shall provide
SomaLogic with a written response (each, a “Target Response”) identifying the Targets identified in
such Target Notice for which SomaLogic and its sublicensees have the right to perform Target
Activities under the New Archemix License under this Agreement. For purpose of clarity, (i)
neither SomaLogic nor its affiliates or sublicensees shall have the right to perform Target
Activities for any Target not identified in a Target Response, (ii) Archemix shall only have the
right to reject a Target proposed by SomaLogic in a Target Notice if Archemix is prohibited by an
executed agreement in effect as of the Restatement Effective Date from licensing Aptamers against
such proposed Target and (iii) Archemix will provide prompt written notice to SomaLogic if the
restrictions on any Target that is rejected by Archemix pursuant to the foregoing clause (ii) no
longer apply, in which case such Target shall be deemed to be included in the rights granted to
SomaLogic and, to the extent SomaLogic has excluded such Target from the New SomaLogic License
under Section 2.17, the rights granted to Archemix hereunder without further action of the Parties.




          2.16.2 Confidentiality. SomaLogic hereby agrees to maintain the identity of any Targets
identified in a Target Notice but not in a Target Response as confidential information using at
least the same degree of care (but never less than a reasonable degree of care) that it uses to
protect its other confidential or proprietary information.




     2.17 New SomaLogic License. SomaLogic shall have the right to exclude any Target identified
in a Target Notice but not a Target Response from the scope of the New SomaLogic License by
providing written notice to Archemix identifying such Target within [***] days of the applicable
Target Response.



SECTION 3

CONSIDERATION




     3.1 Consideration. In further consideration of the mutual rights, licenses and
acknowledgements granted or made in the Original Agreement and/or herein, in the Release and


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




19









 







in the Gilead-SomaLogic Agreement Clarification, by the Parties, and subject to the other
terms and conditions of this Agreement, the Parties agree to the following fees and payments.




          3.1.1 Archemix Licensed Products. Archemix shall pay to SomaLogic, during the EC Royalty Term,
(a) a royalty of [***] percent ([***]%) of Net Sales of Archemix Licensed Products sold by or on
behalf of Archemix or its Affiliates and (b) [***] percent ([***]%) of all Sublicense Income
applicable to Archemix Licensed Products (collectively, “Archemix EC Royalties”).




          3.1.2 SomaLogic Licensed Products. SomaLogic shall pay to Archemix, during the SomaLogic
Royalty Term, (a) a royalty of [***] percent ([***]%) of Net Sales of SomaLogic Licensed Products
sold by or on behalf of SomaLogic or its Affiliates and (b) [***] percent ([***]%) of all
Sublicense Income applicable to SomaLogic Licensed Products (collectively, “SomaLogic Royalties”).




          3.1.3 Companion Diagnostics Products. In the event that the Parties enter into a license
agreement pursuant to Section 2.6 hereof, Archemix shall pay to SomaLogic, during the CD Royalty
Term, (a) a royalty of [***] ([***]%) of Net Sales of Companion Diagnostic Products discovered and
developed by Archemix and (b) a royalty of [***] percent ([***]%) of Net Sales of any Companion
Diagnostic Products that employ or are derived from a SomaLogic Diagnostic (collectively, “Archemix
CD Royalties”). To the extent that SomaLogic produces commercial quantities of any such Companion
Diagnostic Products and Archemix desires to purchase such Companion Diagnostic Products from
SomaLogic, the Parties will enter into a supply agreement providing that Archemix shall have the
right to purchase such Companion Diagnostic Products from SomaLogic at SomaLogic’s Cost of Goods
Sold multiplied by 1.15 and containing such other terms as shall be commercially reasonable under
the circumstances.




     3.2 Royalty Terms. Royalties on the sale of Products shall be payable until expiration of the
applicable EC Royalty Term, the SomaLogic Royalty Term and/or the CD Royalty Term (as defined
below) as follows.



          3.2.1 Archemix Licensed Products. Archemix shall pay to SomaLogic Archemix EC Royalties
hereunder, with respect to each Archemix Licensed Product (i) commencing on the date of the First
Commercial Sale of such Archemix Licensed Product by or on behalf of Archemix or its Affiliates and
ending upon the expiration of the last to expire Valid Claim within the SomaLogic EC Patent(s) that
claim or cover the manufacture, use, sale or importation of such Archemix Licensed Product in the country of sale and (ii) commencing on
the first date of receipt by Archemix of any Sublicense Income applicable to such Archemix Licensed
Product and continuing until no further Sublicense Income payments are received that are applicable
to such Archemix Licensed Product (the “EC Royalty Term”). For purposes of clarity, the EC Royalty
Term shall be determined on a country-by-country and Archemix Licensed Product-by-Archemix Licensed
Product basis.




          3.2.2 SomaLogic Licensed Products. SomaLogic shall pay to Archemix SomaLogic Royalties
hereunder, with respect to each SomaLogic Licensed Product (i) commencing on the date of the First
Commercial Sale of such SomaLogic Licensed Product by on behalf of SomaLogic or its Affiliates and
ending upon the expiration of the last to expire



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




20









 







Valid Claim within the Archemix Licensed Patents and Archemix Patents that claim or cover the
manufacture, use, sale or importation of such SomaLogic Licensed Product in the country of sale and
(ii) commencing on the first date of receipt by SomaLogic of any Sublicense Income applicable to
such SomaLogic Licensed Product and continuing until no further Sublicense Income payments are
received that are applicable to such SomaLogic Licensed Product (the “SomaLogic Royalty Term”).
For purposes of clarity, the SomaLogic Royalty Term shall be determined on a country-by-country and
SomaLogic Licensed Product-by-SomaLogic Licensed Product basis.




          3.2.3 Companion Diagnostic Products. In the event the Parties enter into a license agreement
pursuant to Sections 2.6 and 3.1.3, such license agreement shall require Archemix to pay Archemix
CD Royalties on sales of each Companion Diagnostic Products (i) commencing on the date of the First
Commercial Sale of such Companion Diagnostic Product and ending upon the expiration of the last to
expire Valid Claim within the patents licensed to Archemix under such license agreement that cover
the manufacture, use, sale or importation of such Companion Diagnostic Product in the country of
sale and (ii) commencing on the first date of receipt by Archemix of any Sublicense Income
applicable to such Companion Diagnostic Product and continuing until no further Sublicense Income
payments are received that are applicable such Companion Diagnostic Product (the “CD Royalty
Term”). For purposes of clarity, such CD Royalty Term shall be determined on a country-by-country
and Companion Diagnostic Product-by-Companion Diagnostic Product basis.




     3.3 Currency. All amounts payable under this Agreement shall be payable in United States
Dollars, by wire transfer of immediately available funds to bank accounts designated by Archemix
and SomaLogic. Monthly sales amounts denominated in a foreign currency shall be translated into
U.S. Dollars by using an average rate of exchange. This average for a particular foreign currency
shall be computed using the rate of exchange for such currency quoted under Foreign Exchange in the
Wall Street Journal in the last month of the applicable calendar quarter plus the rate of exchange
for such currency as of the end of the prior month and dividing by two (2).



     3.4 Withholding Taxes. If any law or regulation in any country requires the withholding of
any taxes due on payments to be paid under this Agreement, such taxes shall be deducted from the
amounts paid. If the taxes are deducted from the amounts paid, each Selling Party making such
deductions shall promptly deliver proof of payment of all such taxes, levies and other charges,
together with copies of all communications from or with such governmental authority with respect
thereto and shall provide any reasonable assistance or cooperation which may be requested by the
Non-Selling Party in connection with any efforts the Non-Selling Party makes to obtain a credit for
such taxes.



     3.5 Currency Transfer Restrictions. If any payment or transfer of funds out of a country is
prohibited by law or regulation, the Parties hereto shall confer regarding the terms and conditions
on which Products shall be sold in such countries, including the possibility of payment of
royalties hereunder in local currency to a bank account in such country or the renegotiation of
royalties for such sales, and in the absence of any other agreement by the Parties, such funds
shall be deposited in whatever currency is allowable by the Selling Party in an accredited bank in
that country that is acceptable to the Non-Selling Party.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




21









 








     3.6 Royalty Payments Upon Termination. If this Agreement, and the rights and licenses
granted hereunder, are terminated in accordance with Section 7 hereof with respect to all or some
of the Products, the Selling Party shall continue to pay the Non-Selling Party all amounts payable
pursuant to this Section 3 up through the date of such termination and any amounts earned
thereafter as a result of authorized sales, if any, of residual inventory of Products.



     3.7 Payments and Quarterly Reports.



          3.7.1 Payments. The Selling Party shall make written reports (consistent with GAAP) to the
Non-Selling Party within [***] days after the close of each calendar quarter during the EC Royalty
Term, the SomaLogic Royalty Term and/or the CD Royalty Term, as applicable. These reports shall
show, for such calendar quarter, sales by the Selling Party of Products sold in each country and
the country of manufacture, if different, gross revenues from sales, trade discounts allowed and
taken, Net Sales, the amount of any applicable Sublicense Income received, and the royalties due
hereunder. Concurrently with the making of such report, the Selling Party shall make payment to
the Non-Selling Party of all amounts payable for the period covered by such report.




     3.8 Overdue Royalties. Subject to the other terms of this Agreement, any payments not paid
within the time period set forth in this Section 3 shall bear interest at a rate of [***] percent
([***]%) per month from the due date until paid in full.



     3.9 Accounting. The Parties shall, and shall cause their Affiliates and other sublicensees
to, keep accurate and complete records, all in a format agreed by the Parties in
accordance with GAAP, for a period of at least [***] years for each reporting period in which
sales occur showing the manufacturing, sales, use and other disposition of Products in sufficient
detail to enable amounts payable hereunder to be determined, and further agree to permit, and cause
their Affiliates and sublicensees to permit, their books and records to be audited as set forth
herein. The Non-Selling Party shall have the right, at its sole expense except as hereinafter
provided, through a certified public accountant reasonably acceptable to the Selling Party, and
following reasonable notice, to examine such records during regular business hours during the EC
Royalty Term, SomaLogic Royalty Term or the CD Royalty Term as applicable and for [***] years
thereafter; provided, however, that such examination shall not (i) be of records
for more than the prior [***] years, (ii) take place more often than once a year, and (iii) cover
any records which date prior to the date of the last examination, and provided, further, that such
accountants shall report to the requesting party only as to the accuracy of the royalty statements
and payments. Copies of such reports shall be supplied to the Selling Party. In the event the
report demonstrates an underpayment, the Selling Party shall pay the amount of such underpayment
immediately upon request of the Non-Selling Party and if such underpayment is more than [***]
percent ([***]%) of the amount due for the audited period, shall reimburse the Non-Selling Party
for the expense of the audit. If the Selling Party has overpaid, the Selling Party may deduct such
overpayments from future amounts owed hereunder


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




22









 








SECTION 4

CONFIDENTIALITY




     4.1 Confidentiality. Confidential information shall consist of any information disclosed in
writing, orally or in any other manner by a Party (the “Disclosing Party”) or otherwise made
available to the other Party (the “Receiving Party”) concerning the Disclosing Party’s Intellectual
Property Rights, know-how or performance of this Agreement or otherwise concerning the business,
operations, trade secrets or other proprietary information of the Disclosing Party (“Confidential
Information”). Except as otherwise provided herein, during the Term, and for [***] years
thereafter, Archemix and SomaLogic shall not use or reveal or disclose to any Third Party any
Confidential Information disclosed hereunder without first obtaining the written consent of the
Disclosing Party. This confidentiality obligation shall not apply to such information:



          (a) which is or becomes generally available to the public other than as a result of
unauthorized disclosure thereof by the Receiving Party;




          (b) which is lawfully received by the Receiving Party on a non-confidential basis from a Third
Party that is not itself under any obligation of confidentiality or nondisclosure to the Disclosing
Party or any other person with respect to such information;




          (c) which by competent proof can be shown by the Receiving Party to have been independently
developed by the Receiving Party; or




          (d) which the Receiving Party establishes by competent proof was in its possession at the time
of disclosure by the Disclosing Party and was not acquired, directly or indirectly from the
Disclosing Party.



The Receiving Party shall use Confidential Information solely for the purposes of this Agreement
and the transactions contemplated hereby and shall not disclose or disseminate any Confidential
Information to any person at any time, except for disclosure to those of its directors, officers,
employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have
access to such Confidential Information, provided that such directors, officers, employees,
accountants, attorneys, advisers and agents are required to maintain the confidentiality of such
Confidential Information to the same extent as if they were parties hereto. Each Receiving Party
shall safeguard the Disclosing Party’s Confidential Information using at least the same degree of
care, (but never less than a reasonable degree of care) that it uses to protect its own
confidential or proprietary information.




     4.2 Required Disclosures. All Confidential Information disclosed by the Disclosing Party to
the Receiving Party shall remain the property of the Disclosing Party. The foregoing
confidentiality and nondisclosure obligations shall not apply to information which is required to
be publicly disclosed by law or by regulation; provided, however, that, in such event, the
Receiving Party who is compelled to disclose such Confidential Information shall promptly notify,
with a copy to the Disclosing Party, the court or other tribunal: (i) that Confidential Information
received from the Disclosing Party under this Agreement remains the property of the Disclosing
Party and (ii) of the confidentiality obligations under this Agreement. In addition, the


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




23









 







Receiving Party who is compelled to disclose the Confidential Information shall, to the extent
permitted by law, take all steps necessary or desirable to maintain the confidentiality of the
Disclosing Party’s Confidential Information and to insure that the court, other tribunal or
appointee maintains such information in confidence in accordance with the terms of this Agreement.




     4.3 Press Release. Immediately following the Parties’ execution of this Agreement, the
Parties shall disclose the nature of this Agreement in a joint press release and each Party shall
publish such press release on the Party’s web site for a period of at lease six (6) months;
provided, however, that the Parties shall obtain each other’s prior consent on the
text of such press release, such consent not to be unreasonably withheld or delayed. In the event
that either Party reasonably determines that it is required by the applicable laws of any
jurisdiction, or the rules of any stock exchange on which its securities are listed or traded, to
publicly disclose information concerning this Agreement or the rights and obligations of the
Parties hereunder, including without limitation, the circumstances under which money or other
consideration may become payable hereunder and the amount(s) of such payment(s), then such Party
shall provide the other Party with a reasonable opportunity to review the text of such disclosure
and the
disclosing Party shall use reasonable efforts to implement the reasonable comments provided by
the other Party while still complying with such laws or rules.



SECTION 5

FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS




     5.1 Patent Coordinators. Archemix and SomaLogic shall each appoint a patent coordinator (the
“Patent Coordinators”), reasonably acceptable to the other Party, who shall serve as such Party’s
primary liaison with the other Party on matters relating to filing, prosecution, maintenance and
enforcement of the Licensed Patents. Each Party may replace its Patent Coordinator at any time by
notice in writing to the other Party. The initial Patent Coordinators shall be:



	 	 	 	 	 
	 

	 	For Archemix:
	 	John A. Harre
	 
	 	 	 	 
	 

	 	For SomaLogic:
	 	Randee S. Schwartz






     5.2 Licensed Aptamers. The Parties, acting through the Patent Coordinators, shall be jointly
responsible for preparing, filing, prosecuting, obtaining and maintaining, including opposition and
nullity actions (collectively, “Procuring”) Patent Rights covering the Aptamer sequences licensed
to Archemix pursuant to Section 2.2.1.2 herein. Archemix shall be solely responsible for all costs
and fees associated with such efforts. Archemix shall be solely responsible for Procuring all
other Patent Rights related to the Licensed Aptamers including, without limitation, methods of use,
formulations, and methods of manufacture.



SECTION 6

ENFORCEMENT AND DEFENSE




     6.1 Infringement of Licensed Patents. Each Party shall act in good faith to inform the other
of any infringement of any of the Archemix Licensed Patents and/or SomaLogic


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




24









 







Licensed Patents within each of the Parties’ licensed fields by any Third Party of which it
becomes aware. Subject to Section 6.2, each Party shall have the right (but not the obligation), at
its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged
or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal
counsel of its own choice. Prior to bringing suit (or taking other appropriate legal action),
notice will be provided to the other Party and the Parties will have an opportunity to confer
regarding the suit. Any damages, monetary awards or other amounts recovered, whether by judgment
or settlement, pursuant to any suit, proceeding or other legal action taken by a single Party under
this Section shall belong solely to the Party bringing such action.



In the event the Parties mutually agree that the activities of a Third Party constitute an actual,
alleged or threatened infringement of both Parties’ rights under the Licensed Patents, subject to
any restrictions contained within Third Party Agreements, the Parties, acting through the Patent
Coordinators, shall jointly determine whether to bring suit (or take other appropriate legal
action) against the actual, alleged or threatened infringement. If both Parties desire to take
such action, they shall jointly determine how to share the expense and proceeds, if any, of the
action and they shall jointly choose legal counsel. If the Parties can not agree on how to jointly
proceed, then each Party shall have the right (but not the obligation), at its own expense, to
bring suit (or take other appropriate legal action) against any actual, alleged or threatened
infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its
own choice. If either Party declines to take any such action, the other Party shall have the right
(but not the obligation), at its own expense, to bring suit (or take other appropriate legal
action) against any actual, alleged or threatened infringement of its rights under the Licensed
Patents by a Third Party, with legal counsel of its own choice. In either case, any damages,
monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any
suit, proceeding or other legal action taken by a single Party under this Section shall belong
solely to the Party bringing such action.



If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as
party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing
such action or proceeding reasonable assistance and authority to file and prosecute the suit at the
expense of the Party bringing such action; provided, however, that neither Party shall be required
to transfer any right, title or interest in or to any property to the other Party or any Third
Party to confer standing on a Party hereunder.




     6.2 Licensed Aptamers. In the event that any infringement relates to any Patent Rights
covering Licensed Aptamers, Archemix shall have the sole right but not the obligation to enforce
such Patent Rights.



     6.3 Defense of Claims. Subject to any restrictions contained within any Third Party
Agreements, in the event of the initiation of any suit by a Third Party Licensor against a Party
hereunder for patent infringement arising out of such Party’s exercise of the license granted
herein to the extent covered by a Third Party Agreement, such Party shall promptly notify the
other Party in writing. The costs, expenses and responsibility for the defense of such suit shall
be solely on the Party (or Parties) named in the suit unless otherwise agreed to by the Parties.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




25









 








     6.4 Warranty Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 9 BELOW, WITH RESPECT TO THE LICENSED
PATENTS OR PRODUCTS, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.



SECTION 7

TERM AND TERMINATION




     7.1 Term. This Agreement shall commence upon the Restatement Effective Date and shall remain
in effect until the expiration of the last to expire of the Archemix Licensed Patents, Archemix
Patents, Other Archemix Patent Rights, SomaLogic Licensed Patents, SomaLogic Patents, and/or Other
SomaLogic Patent Rights unless it is earlier terminated in accordance with this Section 7 (the
“Term”).



     7.2 Termination for Material Breach. Failure by a Party (the “Breaching Party”) to comply
with any of its material obligations contained herein (a “Default”) shall entitle the Party that is
not in Default (the “Terminating Party”), subject to the notice, cure and dispute resolution
provisions set forth or referenced in this Section 7.2, to either: (i) terminate this Agreement in
its entirety as provided in Section 7.3.1 or (ii) terminate the rights, licenses and options
granted hereunder to the Party in Default as provided for in Section 7.3.2. Upon a Default, the
Terminating Party shall give notice to the Breaching Party specifying the nature of the Default,
demanding that it cure such Default, and stating its intention to terminate this Agreement if such
Default is not cured. If such Default is not cured, or action undertaken that will cure such
Default within [***] days after the receipt of such notice, then the Terminating Party shall be
entitled, without prejudice to any other rights conferred on it by this Agreement, and in addition
to any other remedies available to it by law or in equity, to terminate this Agreement;
provided, however, that any right to terminate this Agreement shall be stayed in
the event that, during such [***] day period, the Breaching Party shall have initiated dispute
resolution in accordance with Section 10.6 hereof with respect to the alleged Default.



     7.3 Consequences of Termination.



          7.3.1 Termination of this Agreement. Upon Default of this Agreement, subject to Section 7.2
above, the Terminating Party may choose to terminate this Agreement in its entirety. Upon such a
termination, all rights and licenses conferred or granted hereunder shall terminate, subject to
those obligations which survive termination as set forth in Section 7.7.




          7.3.2 Partial Termination. Upon Default of this Agreement, subject to Section 7.2 above, the
Terminating Party may choose to terminate this Agreement in part as set forth herein. Upon such a
partial termination, all rights, licenses and options granted to the Breaching Party hereunder
shall terminate and the Agreement shall, in all other respects (including without limitation, the
Terminating Party’s obligation to make payments hereunder if any) continue in full force and effect
in accordance with its terms.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




26









 








     7.4 Termination by Mutual Agreement. At any time, the Parties may agree in writing to
terminate this Agreement, which termination shall be effective as of the date agreed upon by the
Parties.



     7.5 Termination Upon Insolvency. This Agreement may be terminated by either Party upon notice
to the other Party should such other Party: (i) consent to the appointment of a receiver or a
general assignment for the benefit of creditors, or (ii) file or consent to the filing of a
petition under any bankruptcy or insolvency law or have any such petition filed against it which
has not been stayed within [***] days of such filing.



     7.6 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy
Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S.
Bankruptcy Code.



     7.7 Unilateral Right to Terminate. If the Restatement Effective Date does not occur on or
before [***] business days from the Restatement Execution Date, either Party may terminate this
Agreement immediately upon written notice to the other Party.



     7.8 Accrued Rights; Surviving Obligations. Termination of this Agreement for any reason shall
be without prejudice to any rights that shall have accrued to the benefit of a Party prior to or on
account of such termination. All remedies provided hereunder or elsewhere are cumulative.
Sections 2.8.2, 2.16.2, 3.6, 3.9, 4, 7.3, 7.8, 8, 9.1(d), 10.4, 10.5, 10.6, 10.10, 10.13, and
10.14 of this Agreement shall survive the termination of this Agreement for any reason and, Section
1 hereof shall survive such termination to the extent any terms defined therein are used in such
other surviving provisions.



SECTION 8

INSURANCE; INDEMNITY




     8.1 Insurance. Each Party shall maintain in full force and effect general liability insurance
coverage, with terms comparable to those maintained by other similarly-situated biomedical
companies engaged in similar activities, during the Term and for an additional period of [***]
years thereafter. The amounts of insurance coverage required under this Section 8.1 shall not be
construed to create a limit of the other Party’s liability with respect to its indemnification
obligation under Section 8 or under any other provision of this Agreement.



     8.2 Indemnification. Subject to Section 8.3 below, from and after the Restatement Effective
Date, except as otherwise herein specifically provided, each of the Parties hereto shall defend,
indemnify and hold harmless the other Party and its successors and assigns, and their respective
officers, directors, shareholders, partners and employees from and against all losses, damage,
liability and expense including legal fees (but excluding punitive or consequential damages
(including lost profits)) (“Losses”) incurred thereby or caused thereto arising out of or relating
to (i) any breach or violation of, or failure to properly perform, any covenant or agreement made
by such Indemnifying Party (as defined in Section 8.3) in this Agreement, unless waived in writing
by the Indemnified Party (as defined in Section 8.3); (ii) any breach of any of the representations
or warranties made by such Indemnifying Party in this Agreement;


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




27









 







(iii) the gross negligence or willful misconduct of the Indemnifying Party and (iv) product
liability arising out of the manufacture, use, sale or importation of any product by the
Indemnifying Party or an Affiliate or sublicensee of such Indemnifying Party.




     8.3 Indemnification Procedure. If either Archemix or SomaLogic (in each case an “Indemnified
Party”) receives any written claim which it believes is the subject of indemnity hereunder by the
other Party (in each case an “Indemnifying Party”) the Indemnified Party shall, as soon as
reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party,
including full particulars of such claim to the extent known to the Indemnified Party;
provided, however, that the failure to give timely notice to the Indemnifying Party
as contemplated hereby shall not release the Indemnifying Party from any liability to the
Indemnified Party except to the extent the Indemnifying Party can demonstrate that such failure
materially prejudiced the rights of the Indemnifying Party. The Indemnifying Party shall have the
right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel
reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If
the Indemnifying Party does not so assume the defense of such claim, the Indemnified Party may
assume such defense with counsel of its choice at the sole expense of the Indemnifying Party. If
the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein
through counsel of its choice, but the cost of such counsel shall be borne solely by the
Indemnified Party.



     8.4 Assistance. The Party not assuming the defense of any such claim shall render all
reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such
assistance shall be borne solely by the Indemnifying Party.



     8.5 Settlement. No such claim shall be settled other than by the Party defending the same,
and then only with the consent of the other Party, which shall not be unreasonably withheld;
provided, however, that the Indemnified Party shall have no obligation to consent
to any settlement of any such claim which imposes on the Indemnified Party any liability or
obligation which cannot be assumed and performed in full by the Indemnifying Party.



     8.6 Limitation on Losses. IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR AFFILIATES BE LIABLE
FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY OTHER PARTY, WHETHER IN CONTRACT,
WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE MANUFACTURE, USE
OR SALE OF ANY PRODUCT DEVELOPED OR MARKETED HEREUNDER OR (B) ANY BREACH OF OR FAILURE TO PERFORM
ANY OF THE PROVISIONS OF THIS AGREEMENT EXCEPT TO THE EXTENT REQUIRED FOR AN INDEMNIFYING PARTY TO
PROVIDE INDEMNITY TO AN INDEMNIFIED PARTY AGAINST SUCH DAMAGES PURSUANT TO SECTION 8.3 IN THE EVENT
SUCH DAMAGES ARE SUCCESSFULLY ASSERTED AGAINST AN INDEMNIFIED PARTY BY A THIRD PARTY.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




28









 








SECTION 9

REPRESENTATIONS, WARRANTIES AND COVENANTS




     9.1 Representations, Warranties and Covenants of Archemix and SomaLogic. Each Party hereby
represents, warrants and covenants to the other Party as of the Restatement Effective Date as
follows:



          (a) Such Party has the power, authority and the legal right to enter into this Agreement and
to perform its obligations hereunder, and has taken all necessary action on its part required to
authorize the execution and delivery of this Agreement and the performance of its obligations
hereunder. This Agreement has been duly executed and delivered by an authorized officer of such
Party and constitutes a legal, valid, binding obligation of such Party and is enforceable against
it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of
general application affecting the enforcement of creditor rights and judicial principles affecting
the availability of specific performance and general principles of equity, whether enforceability
is considered a proceeding at law or equity.




          (b) The execution and delivery of this Agreement and the performance of such Party’s
obligations hereunder do not conflict with or violate any requirement of applicable law or
regulation or any provision of articles of incorporation, bylaws or limited partnership agreement
of such Party, as applicable, in any material way, and do not conflict with, violate, or breach or
constitute a default or require any consent under, any contractual obligation or court or
administrative order by which such Party is bound.




          (c) Such Party is a legally organized entity and in good standing under the laws of the state
of its incorporation, and has full power and authority and the legal right to own and operate its
property and assets and to carry on its business as it is now being conducted and as it is
contemplated to be conducted by this Agreement.




          (d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE.




     9.2 Additional Covenants of SomaLogic. SomaLogic hereby covenants and agrees that (a) on or
before [***] business days from the Restatement Execution Date, it shall enter into an amendment to
the EC Technology License Agreement in form and substance reasonably acceptable to Archemix (the
“EC License Amendment”) and provide Archemix with a copy of the EC License Amendment, as so
executed; (b) it shall not amend the EC License Agreement if such amendment would affect any of
the rights or licenses granted to Archemix under this Agreement or terminate the EC License
Agreement without, in either case, the prior written consent of Archemix, which consent shall not
be unreasonably withheld; (c) it shall give not less than [***] days’ prior written notice to
Archemix in the event that SomaLogic proposes to enter into any amendment to the EC License
Agreement, which notice shall describe in reasonable detail the proposed amendment; and (d) it
shall give prompt written notice to Archemix in the event that SomaLogic receives any notice from
EC Technology LLC of any breach by


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




29









 







SomaLogic of any of the terms of the EC License Agreement or that otherwise seeks to
terminate the EC License Agreement.




     9.3 Additional Covenant of Archemix. Archemix hereby covenants and agrees that it shall not
during the Term of this Agreement grant a license to any Third Party to research, develop, make,
have made, use, have used, sell, offer for sale, have sold, keep, import or export Aptamers that
bind to [***] for use in the Manufacturing Purification Field.



     9.4 Additional Covenants of the Parties. Each of the Parties hereby covenants and agrees (a)
during the period commencing on the Restatement Execution Date and continuing for [***] business
days, it shall take such actions as may be reasonably necessary to finalize the exhibits to this
Agreement to the reasonable acceptance of the other Party and (b) to provide the other Party with
prompt written notice to the extent all the exhibits referred to in Section 9.4(a) are reasonably
acceptable to such Party (each, a “Final Acceptance Notice”).



SECTION 10

MISCELLANEOUS




     10.1 Force Majeure. If the performance of any part of this Agreement by either Party, or of
any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason
of any cause beyond the control of the Party liable to perform (a “Force Majeure Event”), unless
conclusive evidence to the contrary is provided, the Party so affected shall give written notice to
the other Party within [***] days after the occurrence of such Force Majeure Event and, upon giving
written notice to the other Party, be excused from such performance to the extent of such
prevention, restriction, interference or delay, provided that the affected Party shall use its
reasonable best efforts to avoid or remove such causes of nonperformance and shall continue
performance with the utmost dispatch whenever such causes are removed. When such circumstances
arise, the Parties shall discuss what, if any, modification of the terms of this Agreement may be
required in order to arrive at an equitable solution. Force Majeure Events shall include, without
limitation, war, revolution, invasion, insurrection, riots, mob violence, labor strikes, sabotage
or other civil disorders, acts of God, or limitations imposed by laws, regulations or rules of any
government or governmental agency.



     10.2 Assignment. Without the prior written consent of the other Party hereto, neither Party
shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily,
involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties
hereunder; provided, however, that either Party may assign this Agreement, without
the consent of the other Party, to the purchaser or successor by merger, consolidation or change of
control of all or substantially all of its business or assets related to Aptamers and their use.



     10.3 Severability. In the event any provision of this Agreement shall be held illegal, void,
or ineffective, then the Parties shall promptly negotiate in good faith a lawful, valid and
enforceable provision that is as similar to the invalid provision as may be possible, in order to
maintain the benefits and burdens accruing to the Parties hereunder, and the remaining portions
hereof shall remain in full force and effect. In the event that the Parties cannot agree on a
provision to replace such invalid provision, and the provision is material to a Party’s overall
benefits and burdens hereunder, then the Parties shall attempt, in good faith, to amend this


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




30









 







Agreement to maintain the overall balance of benefits and burdens between the Parties as set
forth herein.




     10.4 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without reference to the rules of conflict of laws thereof.



     10.5 Notices. All notices or other communications that are required or permitted hereunder
shall be in writing and delivered personally, sent by telecopier (and promptly confirmed by
personal delivery, registered or certified mail or overnight courier), sent by
nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:



     If to Archemix, to:


Archemix Corp.

300 Third Street

Cambridge, MA 02142

Attn: Legal



with a copy to:



Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC

One Financial Place

Boston, MA 02111

Attn: John J. Cheney, Esq.




     If to SomaLogic, to:


SomaLogic, Inc.

1775 38th Street

Boulder, CO 80301

Attn.: Legal Department



or to such other address as the Party to whom notice is to be given may have furnished to the other
Party in writing in accordance herewith. Any such communication shall be deemed to have been
given: (i) when delivered, if personally delivered or sent by telecopier on a business day, (ii) on
the business day after dispatch, if sent by nationally-recognized overnight courier, and (iii)
on the third business day following the date of mailing, if sent by registered mail. It is
understood and agreed that this Section 10.5 is not intended to govern the day-to-day business
communications necessary between the Parties in performing their duties, in due course, under the
terms of this Agreement.




     10.6 Dispute Resolution.



          (a) Prior to engaging in any formal dispute resolution with respect to any dispute,
controversy or claim arising out of or in relation to this Agreement or the breach, termination or
invalidity hereof (each, a “Dispute”), the Chief Executive Officers of the Parties,



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




31









 







or their single designate, shall attempt over a period of [***] days to resolve such Dispute.
Such attempt may at the request of a Party include a [***] day period of mediation by a Third Party
whose selection is agreed upon by the Parties. In the event of mediation, the Parties shall bear
equally the costs associated with the mediation.




          (b) Any Dispute that cannot be settled amicably by agreement of the Parties pursuant to
Section 10.6(a) shall be finally settled by arbitration in accordance with the process set forth on
Exhibit 10.6(b).




     10.7 Modifications. No amendment, modification, release or discharge hereof shall be binding
upon the Parties unless in writing and duly executed by authorized representatives of both Parties.



     10.8 Headings. The headings used in this Agreement are intended for convenience only and
shall not be considered part of the written understanding between the Parties and shall not affect
the construction of this Agreement.



     10.9 Equitable Relief. Nothing in this Agreement shall preclude a Party from seeking interim
or provisional relief, in the form of a temporary restraining order, preliminary injunction or
other interim equitable relief concerning a dispute prior to or during an arbitration pursuant to
Section 10.6 necessary to protect the interests of such Party.



     10.10 Waiver. No failure or delay on the part of either Party in the exercise of any power or
right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or
power hereunder shall operate as a waiver of such right or of any other right or power. The waiver
by either Party of a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any other or subsequent breach hereunder.



     10.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10.12 No Benefit to Third Parties. The representations, warranties, covenants and agreements
set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and
permitted assigns, and they shall not be construed as conferring any rights on any Third Parties.



     10.13 Construction. Except where the context otherwise requires, wherever used, the singular
shall include the plural, the plural the singular, the use of any gender shall be applicable to all
genders and the word “or” is used in the inclusive sense. The captions of this Agreement are for
convenience of reference only and in no way define, describe, extend or limit the scope or intent
of this Agreement or the intent of any provision contained in this Agreement. The Parties have
participated equally in the formation of this Agreement; the language of this Agreement shall not
be presumptively construed against any Party.



     10.14 Entire Agreement This Agreement and the other agreements referenced herein constitutes
the entire agreement between the Parties relating to the subject matter hereof and supersedes all
previous writings and understandings.


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




32









 








     10.15 Compliance with Gilead Agreement. Each of SomaLogic and Archemix hereby
acknowledges and agrees that this Agreement complies fully and completely with the provisions set
forth in the Gilead-Archemix Agreement. All provisions of the Gilead-Archemix Agreement which are
required to be included in this Agreement are hereby incorporated in this Agreement.



[Remainder of this page intentionally left blank]



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




33









 








     WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	ARCHEMIX CORP.	 	 	 	SOMALOGIC, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




34









 








Exhibit 1.8




Archemix Patents Rights




Archemix owned as of June 27, 2007




	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





 









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





2









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
	[***]

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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





3









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
	[***]

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	 	[***]
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	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





4









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
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	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





5









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
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	 	[***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





6









 








	 	 	 	 	 	 	 	 	 
	Mintz Ref.	 	 	 	Appl.	 	 	 	 
	No.	 	Status	 	Number	 	Country	 	Title
	 
	[***]

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	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




7










 





     Gilead licensed as of June 27, 2007-07-03



	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act




 









 










	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]








 




			
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





2









 





	 	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





3









 





	 	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





4









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	 [***]
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	 	[***]
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	 	 [***]
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	 	[***]
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	 	 [***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	 	 	[***]
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	 	[***]
	 	[***]
	 	 [***]
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	 	[***]
	 	[***]
	 	 [***]
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	 	[***]
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	 	 	 	[***]
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	 	[***]
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	 	 	 	[***]
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	 	[***]
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	 	 	 	[***]
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	 	[***]
	 	[***]
	 	 [***]
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	 	[***]
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	 	 [***]
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	 	[***]
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	 	 	 	[***]
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	[***]

	 	[***]
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	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 [***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 [***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 [***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 [***]
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	[***]

	 	[***]
	 	[***]
	 	 [***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 [***]
	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





5









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	 	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





6









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
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	[***]

	 	[***]
	 	[***]
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	 	[***]
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	 	 	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





7









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
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	 	[***]
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	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





8









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
	[***]

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	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





9









 





	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	 
	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	 	 	[***]
	 	[***]








	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act





10









 





Exhibit 1.58




Reserved Targets




[***]




[***]






	 	 	 
	Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 406 of the Securities Act






11










 





Exhibit 1.70




SomaLogic Patent Rights




SomaLogic Owned as of June 28, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
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	[***]
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	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
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	[***]
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	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.






2









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
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	[***]
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	[***]
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	[***]
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	[***]
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	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.






3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





4









 








Gilead licensed as of June 28, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.






2









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







4









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







5









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







6









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







7









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







8









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







9









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







10









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.






11









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







12









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.








13









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.






14









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





15









 








Exhibit 1.73




SomaLogic EC Patents




As of June 28, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMATTERNO	 	COUNTRYID	 	STATUS	 	TYPE	 	SERIALNO	 	FILE	 	PATENTNO	 	ISSUE	 	PUBLNO	 	PUBL	 	TITLE
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





2









 








Exhibit 2.8.1(a)




Archemix Third Party Agreements




     The License Agreement between Gilead Sciences, Inc. and Archemix Corp., dated October 23, 2001.



     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.



 









 





Exhibit 2.8.1(b)




SomaLogic Third Party Agreements



The License, Assignment and Sale Agreement by and among SomaLogic, Inc., Gilead Sciences, Inc. and
University Technology Corporation dated November 11, 1999, as amended on January 13, 2004.



The License Agreement between SomaLogic, Inc. and [***] dated June 14, 2004, as amended on June 29,
2007.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




 









 








Exhibit 10.6(b)




Dispute Resolution for Disputes under Section 10.6(b)




     A. Any arbitration commenced pursuant to Section 10.6(b) above will be conducted in accordance
with the following rules:




     (1) In the event that either Party (the “Complaining Party”) notifies the other (the
“Defending Party”) in writing that it believes that the Defending Party is acting in
violation of this Agreement, and in that notification states with reasonable particularity
the nature of such alleged violation, the Parties will then cooperate in an expedited
arbitration proceeding in which the merits of such allegation are determined.




     (2) Immediately upon receipt of the above-mentioned notification, the Parties will
confer and seek to agree upon a single arbitrator who is available to hear and decide the
merits of the alleged violation within the time frame set forth herein. If such agreement
is not reached within [***] days of said notification, the Parties will, on the first
business day following, the expiration of such [***] days, jointly request in writing, sent
immediately by facsimile, that the Chicago, Illinois office of the American Arbitration
Association (“AAA“) select an arbitrator within [***] days who the AAA believes, in its
sole discretion, is qualified and sufficiently available to decide the matters in issue and
to do so within the time frame set forth herein. If either Party fails to join in such
joint request the other Party shall have the right to make such request on behalf of both
Parties.




     (3) Within [***] days following the designation of the arbitrator, the Complaining
Party shall serve, by immediate facsimile, upon the Defending Party and the arbitrator, its
factual and legal submission, together with all documents it wishes to be considered by the
arbitrator, in support of its claim that the Defending Party is acting in violation of this
Agreement.




     (4) Within [***] days following the service of the submission referred to in
sub-subsection (3) above, the Defending Party shall serve, by immediate facsimile, upon the
Complaining Party, its factual and legal submission together with all documents it wishes
to be considered by the arbitrator, in opposition to the Complaining Party’s allegations.




     (5) Within [***] days after service of the Defending Party’s submission, either Party
may request from the other Party any specifical1y identified document in the other Party’s
possession which the requesting Party believes is relevant and important for the arbitrator
to consider in deciding the case. Within [***] days after receiving such request, the other
Party shall either provide the requested documents or notify the requesting Party and
arbitrator that it opposes the request or some part thereof, in which case the arbitrator
shall hold



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





 









 









a conference call with the Parties within [***] days, hear the Parties’ arguments, and
decide and provide the Parties with a copy of a written decision, under the general
principles followed in AAA proceedings, within [***] days, what documents must be provided.
Within [***] days after such decision by the arbitrator, all documents required to be
produced shall be delivered to the requesting Party. In the event of a Party’s failure to
make timely production of documents pursuant to the arbitrator’s ruling, the arbitrator
shall have discretion to disallow or limit the claim or defense of that Party.




     (6) Within [***] days after production of all documents by the Parties as provided for
herein, the arbitrator shall request, by facsimile to the Parties, any further factual or
legal information from the Parties he/she believes to be necessary to decide the matters in
issue. The Parties shall provide such information to the arbitrator and to each other
within [***] days of said request.




     (7) Within [***] days after the completion of document production, the arbitrator
shall hold a hearing at a location of the arbitrator’s choosing in Chicago. The length of
such hearing, the number of witnesses, the number of documents to be considered, and all
other aspects of such hearing shall be determined by the arbitrator such that such hearing
does not last for more than ten (10) days, including weekends.




     (8) Within [***] days after the close of the hearing, either Party may submit to the
arbitrator, with service upon the other, further written arguments based upon evidence
heard at the hearing.




     (9) Within [***] days after the close of the hearing, the arbitrator shall render
her/his written decision, sent by facsimile to the Parties, on all issues submitted for
decision. The arbitrator shall state briefly the facts and reasons for such decision.




     (10) Within [***] days after receiving the decision, either Party may submit a request
to the arbitrator, with service by facsimile on the other Party, for reconsideration of the
decision, setting forth all factual and legal arguments in support of such request. Within
[***] days thereafter, the other Party may submit to the arbitrator, with service by
facsimile on the other Party, an opposition or other response to the request.




     (11) Within [***] days after receipt of any such requests for reconsideration and
responses thereto, the arbitrator shall render her/his decision as to such request and a
final ruling on the merits of all claims heard in the arbitration. This decision will be
final and binding upon the Parties as to all issues decided in the arbitration, subject
only to judicial review under the Federal Arbitration Act.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




2









 









     (12) The Parties shall pay promptly and in equal shares all expenses of the
arbitration as assessed by the arbitrator and/or the AAA.




     (13) In addition to the specific powers and responsibilities set forth herein, the
arbitrator shall have all powers and discretion customarily exercised in arbitrations under
the Commercial Rules of the AAA.



     B. If either Party hereto wishes to have an interpretation as to whether a particular action
or proposed action would violate this Agreement, such Party may commence an arbitration to
determine whether such action would constitute a violation. Any arbitration commenced pursuant to
this section B will be conducted in accordance with the following rules:




     (1) In the event a Complaining Party wishes to obtain a declaratory ruling in
arbitration as to whether a particular action or proposed action would violate this
Agreement, the Complaining Party shall notify the Defending Party and in that notification
state with reasonable particularity the nature of the issue raised and the declaratory
ruling sought, and the Parties will then cooperate in an expedited arbitration proceeding
in which the merits of such declaratory relief are determined.




     (2) Immediately upon receipt of the above-mentioned notification, the Parties will
confer and seek to agree upon a single arbitrator who is available to hear and decide the
merits of the declaratory relief requested within the time frame set forth herein. If such
agreement is not reached within [***] days after said notification, the Parties will, on
the first business day following the expiration of such [***] days, jointly request in
writing, sent immediately by facsimile, that the Chicago office of the AAA select an
arbitrator within [***] days who the AAA believes, in its sole discretion, is qualified and
sufficiently available to decide the matters in issue and to do so within the time frame
set forth herein. If either Party fails to join in such joint request, the other Party
shall have the right to make such request on behalf of both Parties.




     (3) Within [***] days following the designation of the arbitrator, the Complaining
Party shall serve, by immediate facsimile, upon the Defending Party and the arbitrator, its
factual and legal submission, together with all documents it wishes to be considered by the
arbitrator, in support of the declaratory relief requested.




     (4) Within [***] days following the service of the submission referred to in
sub-subsection (3) above, the Defending Party shall serve, by immediate facsimile, upon the
Complaining Party, its factual and legal submission together with all documents it wishes
to be considered by the arbitrator, in opposition to the Complaining Party’s allegations.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.






3









 









     (5) Within [***] days after the service of the Defending Party’s submission, the
arbitrator shall hold a hearing at a location of the arbitrator’s choosing in Chicago. The
length of such hearing, the number of witnesses, the number of documents to be considered,
and all other aspects of such hearing shall be determined by the arbitrator such that such
hearing does not last for more than ten (10) days, including weekends.




     (6) Within [***] days after the close of the hearing, either Party may submit to the
arbitrator, with service upon the other, further written arguments based upon evidence
heard at the hearing.




     (7) Within [***] days after the close of the hearing, the arbitrator shall render
her/his written decision, sent by facsimile to the Parties, on all issues submitted for
decision. The arbitrator shall state briefly the facts and reasons for such decision.




     (8) Within [***] days after receiving the decision, either Party may submit a request
to the arbitrator, with service by facsimile on the other Party, for reconsideration of the
decision, setting forth all factual and legal arguments in support of such request. Within
[***] days thereafter, the other Party may submit to the arbitrator, with service by
facsimile on the other Party, an opposition or other response to the request.




     (9) Within [***] days after receipt of any such requests for reconsideration and
responses thereto, the arbitrator shall render her/his decision as to such request and a
final ruling on the merits of all claims heard in the arbitration. This decision will be
final and binding upon the Parties as to all issues decided in the arbitration, subject
only to judicial review under the Federal Arbitration Act.




     (10) The Parties shall pay promptly and in equal shares all expenses of the
arbitration as assessed by the arbitrator and/or the AAA.




     (11) In addition to the specific powers and responsibilities set forth herein, the
arbitrator shall have all powers and discretion customarily exercised in arbitrations under
the Commercial Rules of the AAA.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





4









 








Exhibit 2.12(a)




MATERIALS TRANSFER AGREEMENT — SOMALOGIC TO ARCHEMIX




          This Agreement is made as of                      by and between SomaLogic, Inc., a Delaware
corporation with its principal place of business located at 1775 38th Street, Boulder,
CO 80301 (“SomaLogic”) and Archemix Corp., having its principal place of business at 300 Third
Street, Cambridge, Massachusetts 02142 (“Archemix”). SomaLogic and Archemix may each be referred to
herein individually as a “Party” and collectively as the “Parties”.




          WHEREAS, SomaLogic is the owner of the materials (“Materials”) and all rights, title and
interest therein; and




          WHEREAS, Archemix has an interest in evaluating the suitability of the Materials for
therapeutic applications (either as a therapeutic agent directly or with modifications to be
introduced later by Archemix);




          WHEREAS, SomaLogic desires to transfer and Archemix desires to receive the Materials for the
purpose of conducting Research.




          NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
parties agree as follows with respect to access to and use of the Materials:




          1. Materials. “Materials” shall mean aptamers identified by SomaLogic.




          2. Research. “Research” means some or all of the following experiments to determine an
aptamer’s suitability for further development. Additional testing, including experimental efforts
to deduce the chemical composition and/or sequence of the aptamer, are specifically prohibited.





	 	a)	 	Aptamer affinity. The [***] of the aptamer for its [***] will be [***] through a
[***] in which [***] is combined with a known [***] of the aptamer [***] and the [***]
aptamer [***] to the [***]. By [***] the [***], aptamer [***] for the [***] will be
[***]. [***], aptamer [***] will be [***] and a [***] used to [***] aptamer. [***] will
be [***] the [***] of the aptamer for [***] in its [***] (i.e., [***].
	 
	 	b)	 	Aptamer specificity. Using [***] described above, Archemix will test the aptamer for
[***] to both [***] and [***]. For example, [***] to [***] will be [***] to [***] the
aptamer is likely to [***] in [***]. [***] to [***] and [***] will be [***] to [***] the
[***] for [***] that could translate into either [***] or [***]. [***] to the [***] used
in SELEX may be [***] if [***] to the [***] is
[***] (and to thereby show [***] of the [***] is [***]). [***] to [***] may be





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





 









 









	 	 	 	[***] to
[***] the [***] that might [***] (e.g., if aptamer [***] is likely to [***] for [***] with
the [***].






	 	c)	 	Activity in biochemical functional assays. The [***] of the aptamer to [***] the
[***] of the [***] will be [***] using [***]. For [***] with [***] may be [***] using an
[***] in which [***] is [***] and [***] in the [***] of either [***] are [***]. For [***]
that [***] with another [***] its [***] (e.g., as a [***]), the aptamer will be [***] the
[***] to [***] this [***] under [***]. Most commonly, this will be done [***] a [***] in
which [***] is [***] to a [***] and the other [***] using an [***].
	 
	 	d)	 	Activity in cellular functional assays. The [***] of the aptamer to [***] the [***]
of the [***] will be [***] using [***]. For [***] that [***] with another [***] its [***]
(e.g., as a [***]) where one of the [***] is [***] the [***] of a [***], the aptamer will
be [***] the [***] to [***] this [***] that [***] the [***] on the [***]. Most commonly
this will be done [***] a [***] in which [***] is [***] a [***]. For [***] in [***] in
the [***] may be [***]. For example, [***] of [***] may be [***] using [***] of [***].
Alternatively, [***] in which [***] of a [***] is [***] the [***] of a [***] may be [***]
the [***] or [***] of the aptamer.
	 
	 	e)	 	Secondary pharmacology. The [***] of the aptamer to [***] through its [***] with
[***] to [***] (e.g., [***], and [***]) will be [***] using [***] (e.g., [***]).





          3. Transfer of Materials. Subject to the provisions of this Agreement, SomaLogic shall
transfer to Archemix the Materials as specified below and hereby grants to Archemix a
non-exclusive, royalty-free license to use the intellectual property rights embodied in the
Materials for the purpose of enabling Archemix to conduct Research. Archemix acknowledges that
this Agreement conveys no other rights of any sort with respect to the Materials or the
intellectual property rights embodied therein and that SomaLogic shall not be obligated by this
Agreement to provide any such rights in the future.



SomaLogic will provide Archemix with enough Material to complete the experimental program outlined
above. In no case, however, will SomaLogic be obligated to provide more than [***] of aptamer for
initial testing. Material will be provided as a [***] or [***] in purified form suitable for in
vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate
of Analysis indicating the purity of the material and the method used to determine its purity. If
significant concentrations of major contaminants are known (e.g., primers or NTPs used for
enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be
provided with a [***] such that subsequent [***] can be achieved.




Where possible, SomaLogic will provide Archemix with the applicable target protein in its
unmodified form as well as with any modified forms (e.g., biotinylated) used for the



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.







2









 







SELEX
experiment. If the target is commercially available, SomaLogic will provide information on the
source and it will be Archemix’s responsibility to obtain the target from the commercial supplier.




          4. Publication. Archemix agrees to acknowledge SomaLogic as the source of the Materials in
any publication reporting on Archemix’s use thereof.




          5. Confidentiality Obligations of Archemix. Archemix acknowledges that the Materials (and
the intellectual property rights embodied therein) are considered proprietary to SomaLogic and
hereby covenants that it and each of its employees shall receive and hold the Materials in trust
and confidence. Archemix shall use reasonable efforts to protect the confidentiality of the
Materials, including efforts commensurate with those employed by Archemix for the protection of its
own proprietary information. Archemix shall restrict disclosure of the Materials to those of its
employees who in Archemix’s judgment have a need to use the Materials for the purposes authorized
under Section 2. Archemix has and will maintain an appropriate arrangement with each of its
employees provided access to the Materials, sufficient to enable Archemix to comply with the
provisions of this Agreement. Archemix shall not transmit or otherwise provide access to the
Materials by any third party without the prior written consent of SomaLogic.




          6. Disclaimer. Archemix accepts the Materials with the knowledge that they are experimental
in nature and hereby covenants to comply with all applicable laws and regulations relating to the
handling, use, storage and disposal of such Materials. SOMALOGIC MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
HEREBY DISCLAIMS SAME. SOMALOGIC MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE MATERIALS DO NOT
INFRINGE PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES AND HEREBY DISCLAIMS THE SAME.




          7. Waiver. Archemix hereby waives any claims that might arise against SomaLogic relating to
the Materials (other than claims that arise out of SomaLogic’s negligence with respect to
identification or delivery of the Materials) and hereby covenants and agrees that it shall
indemnify and hold SomaLogic and its affiliates, trustees, officers, medical staff, employees and
agents (and their respective successors, heirs and assigns) harmless against any cost, damage,
liability, loss or expense (including reasonable attorney’s fees and litigation expenses) incurred
by or imposed upon them in connection with any actions, claims, demands, suits or judgments arising
out of or relating to Archemix’s handling, use, storage or disposal of the Materials.




          8. Termination. SomaLogic may terminate this Agreement with ten days written notice to
Archemix at the address set forth below if Archemix breaches any of its obligations set forth
herein, unless Archemix cures such breach within said ten-day
period. Upon termination, Archemix shall destroy all Materials and any other materials embodying
the intellectual property rights embodied in the Materials and shall provide




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





3









 







SomaLogic with a
written certification of same within five business days of termination. Sections 4, 5, 7, 8 and 9
shall survive any termination of this Agreement.




          9. Miscellaneous. (a) Any notice to be given hereunder shall be in writing and shall be
deemed given when delivered by facsimile, personally or one business day after it is mailed by
Express Mail, postage prepaid to the addresses set forth below or to such other place as any Party
may designate by written notice to the other Parties; (b) this Agreement shall be governed by and
construed in accordance with the law (other than the choice of law provisions) of The Commonwealth
of Massachusetts; (c) this Agreement represents the entire understanding between the Parties with
respect to the subject matter described, supersedes all prior or contemporaneous understandings and
agreements, oral or written, between the parties with respect to the subject matter and cannot be
modified except by a written instrument signed by the authorized representative of each Party; (d)
this Agreement shall inure to the benefit of and be binding upon the Parties, and their successors
and permitted assigns; and (e) this Agreement is not intended to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this Agreement.



If to Archemix:

Archemix Corp.

300 Third Street

Cambridge MA 02142

Attn: Legal Department

(617) 621-7700 (Tel.)

(617) 621-9300 (Fax)



If to SomaLogic:

SomaLogic, Inc.

1775 38th Street

Boulder, CO 80301

Attn: Legal Department



(303) 625-9000 (Tel.)

(303) 449-1057 (Fax)




     10. Archemix may assign its rights or delegate its obligations under this Agreement only in
connection with a merger or similar reorganization or the sale of all or substantially all of its
assets.



     IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly
authorized representatives effective as of the date set forth above.



ARCHEMIX CORP.




	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





4









 








	 	 	 	 	 	 	 
	Title:

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SOMALOGIC INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.






5









 








Exhibit 2.12(B)




MATERIALS TRANSFER AGREEMENT — ARCHEMIX TO SOMALOGIC




     This Agreement is made as of                      by and between Archemix Corp., a Delaware
corporation with its principal place of business at 300 Third Street, Cambridge, Massachusetts
02142 (“Archemix”) and SomaLogic, Inc., a Delaware corporation with its principal place of business
located at 1775 38th Street, Boulder, CO 80301 (“SomaLogic”). Archemix and SomaLogic may
each be referred to herein individually as a “Party” and collectively as the “Parties”.



     WHEREAS, SomaLogic has an interest in evaluating the suitability of the Archemix Aptamer
Materials for ex vivo applications;



     WHEREAS, Archemix is obligated to provide SomaLogic with Archemix Target Materials to be used
by SomaLogic to elicit aptamers under its Target Screening obligations set forth in Section 2.13 of
the Archemix-SomaLogic License Agreement;



     WHEREAS, Archemix desires to transfer and SomaLogic desires to receive the Materials for the
purpose of conducting Research.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
parties agree as follows with respect to access to and use of the Materials:



     1. Materials. “Materials” shall mean aptamers identified by Archemix and the targets to such
aptamers (“Archemix Aptamer Materials”) or targets in Archemix’s possession provided to SomaLogic
to conduct Target Screening pursuant to Section 2.13 of the Archemix-SomaLogic License Agreement
(“Archemix Target Materials”).



     2. Research.



          (a) Archemix Aptamer Materials. In the case of Archemix Aptamer Materials, ”Research”
means some or all of the following experiments to determine an aptamer’s suitability for further
development. For purposes of clarity, [***] testing, including the [***] the [***] and/or [***]
aptamer, is [***].





               (i) Aptamer affinity. The [***] of the aptamer for its [***] will be [***] through a
[***] in which [***] is combined with a known [***] of the aptamer [***] and the [***] aptamer
[***] to the [***]. By [***] the [***], aptamer [***] for the [***] will be [***]. [***],
aptamer [***] will be [***] and a [***] used
to [***] aptamer. [***] will be [***] the [***] the aptamer for [***] in its [***] (i.e.,
[***].



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




 









 









               (ii) Aptamer specificity. Using [***] [***] described above, Archemix will test the
aptamer for [***] to both [***] and [***]. For example, [***] to [***] will be [***] to [***]
the aptamer is likely to [***] in [***]. [***] to [***] and [***] will be [***] to [***] the
[***] for [***] that could translate into either [***] or [***]. [***] to the [***] used in
SELEX may be [***] if [***] to the [***] is [***] (and to thereby show [***] of the [***] is
[***]). [***] to [***] may be [***] to [***] the [***] that might [***] (e.g., if aptamer
[***] is likely to [***] for [***] with the [***].




     (iii) Suitability for use in detection assays. SomaLogic will test the ability of the
aptamer to accurately and precisely measure the [***] of the aptamer [***] (and [***]) in a
variety of different [***]. Such testing may include (a) [***] of the aptamer [***] either
[***] or [***] of a [***] with [***] aptamers, (b) [***] the aptamer with a [***] by [***] of
the aptamer and [***] a [***] or (c) [***] of the aptamer [***] it [***] a [***] in a [***]
without [***] either [***] or [***] of the aptamer from the [***].



     (b) Archemix Target Materials. In the case of Archemix Target Materials, “Research”
means any experiments to identify and characterize aptamers to those materials.



     3. Transfer of Materials. Subject to the provisions of this Agreement, Archemix shall
transfer to SomaLogic the Materials as specified below and hereby grants to SomaLogic a
non-exclusive, royalty-free license to use the intellectual property rights embodied in the
Materials for the purpose of enabling SomaLogic to conduct Research. SomaLogic acknowledges that
this Agreement conveys no other rights of any sort with respect to the Materials or the
intellectual property rights embodied therein and that Archemix shall not be obligated to provide
any such rights in the future.


Archemix will provide SomaLogic with up to [***] of aptamer, as requested by SomaLogic. In no
case, however, will Archemix be obligated to provide more than [***] of aptamer for initial
testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro
testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of
Analysis indicating the purity of the material and the method used to determine its purity. If
significant concentrations of major contaminants are known (e.g., primers or NTPs used for
enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be
provided with a [***] such that subsequent [***] can be achieved.



With respect to Archemix Aptamer Materials and where possible, Archemix will provide SomaLogic with
the applicable target in its unmodified form as well as with any modified forms (e.g.,
biotinylated) used for the SELEX experiment. If the target is
commercially available, Archemix will provide SomaLogic information on the source,




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





2









 







and it will be
SomaLogic’s responsibility to obtain the target from the commercial supplier.



With respect to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each
purified target.




     4. Publication. SomaLogic agrees to acknowledge Archemix as the source of the Materials in
any publication reporting on SomaLogic’s use thereof.



     5. Confidentiality Obligations of SomaLogic. SomaLogic acknowledges that the Materials (and
the intellectual property rights embodied therein) are considered proprietary to Archemix and
hereby covenants that it and each of its employees shall receive and hold the Materials in trust
and confidence. SomaLogic shall use reasonable efforts to protect the confidentiality of the
Materials, including efforts commensurate with those employed by SomaLogic for the protection of
its own proprietary information. SomaLogic shall restrict disclosure of the Materials to those of
its employees who in SomaLogic’s judgment have a need to use the Materials for the purposes
authorized under Section 2. SomaLogic has and will maintain an appropriate arrangement with each
of its employees provided access to the Materials, sufficient to enable SomaLogic to comply with
the provisions of this Agreement. SomaLogic shall not transmit or otherwise provide access to the
Materials by any third party without the prior written consent of Archemix.



     6. Disclaimer. SomaLogic accepts the Materials with the knowledge that they are experimental
in nature and hereby covenants to comply with all applicable laws and regulations relating to the
handling, use, storage and disposal of such Materials. ARCHEMIX MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
HEREBY DISCLAIMS SAME. ARCHEMIX MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE MATERIALS DO NOT
INFRINGE PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES AND HEREBY DISCLAIMS THE SAME.



     7. Waiver. SomaLogic hereby waives any claims that might arise against Archemix relating to
the Materials (other than claims that arise out of Archemix’s negligence with respect to
identification or delivery of the Materials) and hereby covenants and agrees that it shall
indemnify and hold Archemix and its affiliates, trustees, officers, medical staff, employees and
agents (and their respective successors, heirs and assigns) harmless against any cost, damage,
liability, loss or expense (including reasonable attorney’s fees and litigation expenses) incurred
by or imposed upon them in connection with any actions, claims, demands, suits or judgments arising
out of or relating to SomaLogic’s handling, use, storage or disposal of the Materials.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




3









 





     8. Termination. Archemix may terminate this Agreement with ten days written notice to
SomaLogic at the address set forth below if SomaLogic breaches any of its obligations set forth
herein, unless SomaLogic cures such breach within said ten-day period. Upon termination, SomaLogic
shall destroy all Materials and any other materials embodying the intellectual property rights
embodied in the Materials and shall provide Archemix with a written certification of same within
five business days of termination. Sections 4, 5, 7, 8 and 9 shall survive any termination of
this Agreement.



     9. Miscellaneous. (a) Any notice to be given hereunder shall be in writing and shall be
deemed given when delivered by facsimile, personally or one business day after it is mailed by
Express Mail, postage prepaid to the addresses set forth below or to such other place as any Party
may designate by written notice to the other Parties; (b) this Agreement shall be governed by and
construed in accordance with the law (other than the choice of law provisions) of the State of
Colorado; (c) this Agreement represents the entire understanding between the Parties with respect
to the subject matter described, supersedes all prior or contemporaneous understandings and
agreements, oral or written, between the parties with respect to the subject matter and cannot be
modified except by a written instrument signed by the authorized representative of each Party; (d)
this Agreement shall inure to the benefit of and be binding upon the Parties, and their successors
and permitted assigns; and (e) this Agreement is not intended to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this Agreement.


If to SomaLogic:

SomaLogic, Inc.

1775 38th Street

Boulder, Colorado 80301

Attn: Legal Department

(303) 625-9000 (Tel.)

(303) 449-1057 (Fax)



If to Archemix:

Archemix Corp.

300 Third Street

Cambridge MA 02142

Attn: Legal Department

(617) 621-7700 (Tel.)

(617) 621-9300 (Fax)




     10. SomaLogic may assign its rights or delegate its obligations under this Agreement only in
connection with a merger or similar reorganization or the sale of all or substantially all of its
assets.



     IN WITNESS WHEREOF, the Parties have caused this agreement to be executed by their duly
authorized representatives effective as of the date set forth above.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.




4









 





	 	 	 	 	 	 	 
	SOMALOGIC INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ARCHEMIX CORP.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.





5