Exhibit 10.7.1


INTELLECTUAL PROPERTY
SECURITY AGREEMENT


This Intellectual
Property Security Agreement (this “IP Agreement”) is made as of the 9th
day of November, 2007, by and between BG MEDICINE, INC.,
a Delaware corporation with its principal place of business at 610 Lincoln
Street, North Waltham, Massachusetts 02451 (“Grantor”), and SILICON VALLEY BANK, a California-chartered bank, with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at One Newton Executive Park, Suite
200, 2221 Washington Street, Newton, Massachusetts 02462 (“Lender”).


RECITALS


A.            Lender has agreed to make advances
of money and to extend certain financial accommodations to Grantor (the “Loan”),
pursuant to a certain Loan and Security Agreement dated as of November 9, 2007,
between Grantor and Lender, as amended from time to time (as amended, the “Loan
Agreement”).  The Loan is secured
pursuant to the terms of the Loan Agreement. 
Lender is willing to enter into certain financial accommodations with
Grantor, but only upon the condition, among others, that Grantor shall grant to
Lender a security interest in certain Copyrights, Trademarks, Patents, and Mask
Works, and other assets, to secure the obligations of Grantor under the Loan
Agreement.  Defined terms used but not
defined herein shall have the same meanings as in the Loan Agreement.


B.            Pursuant to the terms of the Loan
Agreement, Grantor has granted to Lender a security interest in all of Grantor’s
right title and interest, whether presently existing or hereafter acquired in,
to and under all of the Collateral (as defined therein).


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged and intending to be legally bound, as
collateral security for the prompt and complete payment when due of Grantor’s
Indebtedness (as defined below), Grantor hereby represents, warrants, covenants
and agrees as follows:


1.             Grant of Security Interest.
As collateral security for the prompt and complete payment and performance of
the Obligations (hereinafter, the “Indebtedness”), Grantor hereby grants a
security interest in all of Grantor’s right, title and interest in, to and
under its registered and unregistered intellectual property collateral (all of
which shall collectively be called the “Intellectual Property Collateral”),
including, without limitation, the following:


(a)           Any and all
copyright rights, copyright applications, copyright registrations and like
protections in each work or authorship and derivative work thereof, whether
published or unpublished, registered or unregistered, and whether or not the
same also constitutes a trade secret, now or hereafter existing, created,
acquired or held, including without limitation those set forth on EXHIBIT A attached hereto
(collectively, the “Copyrights”);


(b)           Any and all trade
secret rights, including any rights to unpatented inventions, know-how,
operating  manuals, license rights and
agreements, and confidential information, and any and all intellectual property
rights in computer software and computer software products now or hereafter
existing, created, acquired or held;


(c)           Any and all design
rights which may be available to Grantor now or hereafter existing, created,
acquired or held;


(d)           All patents, patent
applications and like protections including, without limitation, improvements,
divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same, including without limitation the patents and
patent applications set forth on EXHIBIT B
attached hereto (collectively, the “Patents”);


 


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 of 1933, as amended.


 


1

















 


(e)           Any trademark and
service mark rights, slogans, trade dress, and tradenames, trade styles,  whether registered or not, applications to
register and registrations of the same and like protections, and the entire
goodwill of the business of Grantor connected with and symbolized by such
trademarks, including without limitation those set forth on EXHIBIT C attached hereto
(collectively, the “Trademarks”);


(f)            All mask works or
similar rights available for the protection of semiconductor chips, now owned
or hereafter acquired, including, without limitation those set forth on EXHIBIT D attached hereto
(collectively, the  “Mask Works”);


(g)           Any and all claims
for damages by way of past, present and future infringements of any of the
rights included above, with the right, but not the obligation, to sue for and
collect such damages for said use or infringement of the intellectual property
rights identified above;


(h)           All material licenses
or other rights to use any of the Copyrights, Patents, Trademarks, or Mask
Works (excluding over the counter software that is commercially available to
the public) and all license fees and royalties arising from such use to the
extent permitted by such license or rights, including, without limitation those
set forth on EXHIBIT E attached hereto
(collectively, the “Licenses”); and


(i)            All amendments,
extensions, renewals and extensions of any of the Copyrights, Trademarks,
Patents, or Mask Works; and


(j)            All proceeds and
products of the foregoing, including without limitation all payments under
insurance or any indemnity or warranty payable in respect of any of the
foregoing.


2.             Authorization and Request.  Grantor authorizes and requests that the
Register of Copyrights and the Commissioner of Patents and Trademarks record
this IP Agreement, and any amendments thereto, or copies thereof.


3.             Covenants and Warranties.  Grantor represents, warrants, covenants and
agrees as follows:


(a)           Grantor is now the
sole owner of the Intellectual Property Collateral, except for non-exclusive
licenses granted by Grantor to its customers in the ordinary course of
business.


(b)           Performance of this
IP Agreement does not conflict with or result in a breach of any material
agreement to which Grantor is bound.


(c)           During the term of
this IP Agreement, Grantor will not transfer or otherwise encumber any interest
in the Intellectual Property Collateral, except for (i) non-exclusive licenses
granted by Grantor in the ordinary course of business, (ii) as set forth in
this IP Agreement, and (ii) Permitted Liens;


(d)           To its knowledge,
each of the Patents is valid and enforceable, and no part of the Intellectual
Property Collateral has been judged invalid or unenforceable, in whole or in
part, and no claim has been made that any part of the Intellectual Property
Collateral violates the rights of any third party;


(e)           Grantor shall
promptly advise Lender of any material adverse change in the composition of the
Intellectual Property Collateral, including but not limited to any subsequent
ownership right of the Grantor in or to any Trademark, Patent, Copyright, or
Mask Work specified in this IP Agreement;


(f)            Grantor shall (i)
protect, defend and maintain the validity and enforceability of the Trademarks,
Patents, Copyrights, and Mask Works, (ii) use all commercially reasonable
efforts to detect infringements of the Trademarks, Patents, Copyrights, and
Mask Works and promptly advise Lender in writing of material infringements
detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works
to be abandoned, forfeited or dedicated to the public without the written
consent of Lender, which


 


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 of 1933, as amended.


 


2

















 


shall not be
unreasonably withheld, unless Grantor determines that reasonable business
practices suggest that abandonment is appropriate.


(g)           Grantor shall take
such further actions as Lender may reasonably request from time to time to
perfect or continue the perfection of Lender’s interest in the Intellectual
Property Collateral;


(h)           This IP Agreement
creates, and in the case of after acquired Intellectual Property Collateral
this IP Agreement will create, at the time Grantor first has rights in such
after acquired Intellectual Property Collateral, in favor of Lender a valid and
perfected first priority security interest and collateral assignment in the
Intellectual Property Collateral in the United States securing the payment and
performance of the Obligations;


(i)            To its knowledge,
except for, and upon, the filing of UCC financing statements, or other notice
filings or notations in appropriate filing offices, if necessary to perfect the
security interests created hereunder, no authorization, approval or other
action by, and no notice to or filing with, any U.S. governmental authority or
U.S. regulatory body is required either (a) for the grant by Grantor of the
security interest granted hereby, or for the execution, delivery or performance
of this IP Agreement by Grantor in the U.S. or (b) for the perfection in the
United States or the exercise by Lender of its rights and remedies thereunder;


(j)            All information
heretofore, herein or hereafter supplied to Lender by or on behalf of Grantor
with respect to the Intellectual Property Collateral is accurate and complete
in all material respects.


(k)           Grantor shall not
enter into any material agreement that would materially impair or conflict with
Grantor’s obligations hereunder without Lender’s prior written consent, which
consent shall not be unreasonably withheld. 
Grantor shall not permit the inclusion in any material contract to which
it becomes a party of any provisions that could or might in any way prevent the
creation of a security interest in Grantor’s rights and interest in any
property included within the definition of the Intellectual Property Collateral
acquired under such material contracts.


(l)            Upon any executive
officer of Grantor obtaining actual knowledge thereof, Grantor will promptly
notify Lender in writing of any event that materially adversely affects the
value of any material Intellectual Property Collateral as a whole, the ability
of Grantor to dispose of any material Intellectual Property Collateral or the
rights and remedies of Lender in relation thereto, including the levy of any
legal process against any of the Intellectual Property Collateral.


4.             Lender’s Rights.  Lender shall have the right, but not the
obligation, to take, at Grantor’s sole expense, any actions that Grantor is
required under this IP Agreement to take but which Grantor fails to take, after
fifteen (15) days’ notice to Grantor. 
Grantor shall reimburse and indemnify Lender for all reasonable costs
and reasonable expenses incurred in the reasonable exercise of its rights under
this section 4.


5.             Inspection Rights.  Grantor hereby grants to Lender and its
employees, representatives and agents the right to visit, during reasonable
hours upon prior reasonable written notice to Grantor, any of Grantor’s plants
and facilities that manufacture, install or store products (or that have done
so during the prior six-month period) that are sold utilizing any of the
Intellectual Property Collateral, and to inspect the products and quality
control records relating thereto upon reasonable written notice to Grantor and
as often as may be reasonably requested, but not more than once in every six
(6) months; provided, however, nothing herein shall entitle Lender access to
Grantor’s trade secrets and other proprietary information.


6.             Further
Assurances; Attorney in Fact.


(a)           On a continuing basis, Grantor will,
following request by Lender, subject to any prior licenses, encumbrances and
restrictions and prospective licenses, make, execute, acknowledge and deliver,
and file


 


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 of 1933, as amended.


 


3

















 


and record in the proper
filing and recording places in the United States, all such instruments,
including appropriate financing and continuation statements and collateral
agreements and filings with the United States Patent and Trademarks Office and
the Register of Copyrights, and take all such action as may reasonably be
deemed necessary or advisable, or as requested by Lender, to perfect Lender’s
security interest in all Copyrights, Patents, Trademarks, and Mask Works and
otherwise to carry out the intent and purposes of this IP Agreement, or for
assuring and confirming to Lender the grant or perfection of a security
interest in all Intellectual Property Collateral.


(b)           In addition to section 6(a) above,
Grantor shall not register any Copyrights or Mask Works in the United States Copyright
Office unless it: (i) has given at least fifteen (15) days’ prior written
notice to Lender of its intent to register such Copyrights or Mask Works and
has provided Lender with a copy of the application it intends to file with the
United States Copyright Office (excluding exhibits thereto); (ii) executes a
security agreement or such other documents as Lender may reasonably request in
order to maintain the perfection and priority of Lender’s security interest in
the Copyrights proposed to be registered with the United States Copyright
Office; and (iii) records such security documents with the United States
Copyright Office contemporaneously with filing the Copyright application(s)
with the United States Copyright Office. 
Grantor shall promptly provide to Lender a copy of the Copyright
application(s) filed with the United States Copyright Office, together with
evidence of the recording of the security documents necessary for Lender to
maintain the perfection and priority of its security interest in such
Copyrights or Mask Works.  Grantor shall
provide written notice to Lender of any application filed by Grantor in the
United States Patent Trademark Office for a patent or to register a trademark
or service mark within 30 days of any such filing.


(c)           Grantor hereby irrevocably appoints
Lender as Grantor’s attorney-in-fact, with full authority in the place and
stead of Grantor and in the name of Grantor, Lender or otherwise, from time to
time in Lender’s discretion, upon Grantor’s failure or inability to do so, to
take any action and to execute any instrument which Lender may deem necessary
or advisable to accomplish the purposes of this IP Agreement, including:


(i)            To modify, in its
sole discretion, this IP Agreement without first obtaining Grantor’s approval
of or signature to such modification by amending Exhibit A, Exhibit B, Exhibit
C, and Exhibit D hereof, as appropriate, to include reference to any right,
title or interest in any Copyrights, Patents, Trademarks or Mask Works acquired
by Grantor after the execution hereof or to delete any reference to any right,
title or interest in any Copyrights, Patents, Trademarks, or Mask Works in
which Grantor no longer has or claims any right, title or interest; and


(ii)           To file, in its
sole discretion, one or more financing or continuation statements and
amendments thereto, or other notice filings or notations in appropriate filing
offices, relative to any of the Intellectual Property Collateral, without  notice to Grantor, with all appropriate
jurisdictions, as Lender deems appropriate, in order to further perfect or
protect Lender’s interest in the Intellectual Property Collateral.


7.             Events of Default.  The occurrence of any of the following shall
constitute an Event of Default under this IP Agreement:


(a)           An Event of Default
occurs under the Loan Agreement; or


(b)           Grantor breaches any
warranty or agreement made by Grantor in this IP Agreement.


8.             Remedies.  Upon the occurrence and continuance of an
Event of Default, Lender shall have the right to exercise all the remedies of a
secured party under the Massachusetts Uniform Commercial Code, including
without limitation the right to require Grantor to assemble the Intellectual
Property Collateral and any tangible property in which Lender has a security
interest and to make it available to Lender at a place designated by
Lender.  Lender shall have a
nonexclusive, royalty free license to use the Copyrights, Patents, Trademarks,
and Mask Works to the extent reasonably necessary to permit Lender to exercise
its rights and remedies upon the occurrence of an Event of Default.  Grantor will pay any expenses (including
reasonable attorney’s fees) incurred by Lender in


 


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 of 1933, as amended.


 


4

















 


connection with the
exercise of any of Lender’s rights hereunder, including without limitation any
expense incurred in disposing of the Intellectual Property Collateral.  All of Lender’s rights and remedies with
respect to the Intellectual Property Collateral shall be cumulative.


9.             Indemnity.  Grantor agrees to defend, indemnify and hold
harmless Lender and its officers, employees, and agents against:  (a) all obligations, demands, claims, and
liabilities claimed or asserted by any other party in connection with the
transactions contemplated by this IP Agreement, and (b) all losses or expenses
in any way suffered, incurred, or paid by Lender as a result of or in any way
arising out of, following or consequential to transactions between Lender and
Grantor, whether under this IP Agreement or otherwise (including without
limitation, reasonable attorneys fees and reasonable expenses), except for
losses arising from or out of Lender’s gross negligence or willful misconduct.


10.           Termination.  At such time as the Obligations shall be paid
in full and the Loan Agreement is terminated, Lender shall execute and deliver
to Grantor all releases, terminations, and other instruments as may be
necessary or proper to release the security interest hereunder.


11.           Reassignment.  At such time as Grantor shall completely
satisfy all of the obligations secured hereunder, Lender shall execute and
deliver to Grantor all deeds, assignments, and other instruments as may be
necessary or proper to reinvest in Grantor full title to the property assigned
hereunder, subject to any disposition thereof which may have been made by
Lender pursuant hereto.


12.           Course of Dealing.  No course of dealing, nor any failure to
exercise, nor any delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.


13.           Amendments.  This IP Agreement may be amended only by a
written instrument signed by both parties hereto.


14.           Counterparts.  This IP Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.


15.           Law and Jurisdiction.  This IP Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts.  GRANTOR ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT, OR
PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON LENDER CANNOT AVAIL ITSELF
OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, GRANTOR ACCEPTS
JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA.  NOTWITHSTANDING THE FOREGOING,  THE LENDER SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST THE GRANTOR OR ITS PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION WHICH THE LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE LENDER’S RIGHTS AGAINST
THE GRANTOR OR ITS PROPERTY.


GRANTOR AND LENDER EACH
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY RECOGNIZES AND AGREES THAT THE
FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT.  EACH PARTY REPRESENTS AND
WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.


 


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 of 1933, as amended.


 


5

















 


16.           Confidentiality.  In handling any confidential information,
Lender shall exercise the same degree of care that it exercises for its own
proprietary information, but disclosure of information may be made: (i) to
Lender’s subsidiaries or affiliates in connection with their present or
prospective business relations with Grantor; (ii) to prospective transferees or
purchasers of any interest in the Loans; (iii) as required by law, regulation,
subpoena, or other order, (iv) as required in connection with Lender’s
examination or audit; and (v) as Lender considers appropriate in exercising
remedies under this Agreement. 
Confidential information does not include information that either: (a)
is in the public domain or in Lender’s possession when disclosed to Lender, or
becomes part of the public domain after disclosure to Lender; or (b) is
disclosed to Lender by a third party, if Lender reasonably does not know that
the third party is prohibited from disclosing the information.


 


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 of 1933, as amended.


 


6

















 


 


EXECUTED as a sealed instrument under the laws of
the Commonwealth of Massachusetts on the day and year first written above.


	
  Address of Grantor:

  	
   

  	
  GRANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
  610 Lincoln Street
  North

  	
   

  	
  BG MEDICINE, INC.

  
	
  Waltham, MA 02451

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark D. Shooman

  
	
   

  	
   

  	
  Name:

  	
  Mark D. Shooman

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Naomi Herman

  
	
   

  	
   

  	
  Name:

  	
  Naomi Herman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


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 of 1933, as amended.


 


7

















 


Exhibit “A”
attached to that certain Intellectual Property Security Agreement dated
November 9, 2007.


EXHIBIT “A”


COPYRIGHTS


SCHEDULE A - ISSUED COPYRIGHTS


NO ISSUED
COPYRIGHTS


 


SCHEDULE B - PENDING COPYRIGHT APPLICATIONS


NO
PENDING COPYRIGHT APPLICATIONS


 


 


 


SCHEDULE C - UNREGISTERED COPYRIGHTS (Where No
Copyright Application is Pending)


NO UNREGISTERED COPYRIGHTS


 


 


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 of 1933, as amended.


 


8

















 


Exhibit “B” attached to that
certain Intellectual Property Security Agreement dated November 9, 2007.


EXHIBIT “B”


PATENTS


	
  PATENT

  DESCRIPTION

  	
   

  	
  DOCKET

  No.

  	
   

  	
  COUNTRY

  	
   

  	
  SERIAL or PATENT

  No.

  	
   

  	
  FILING DATE

  	
   

  	
  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 of 1933, as amended.


 


9

















 


Exhibit “C”
attached to that certain Intellectual Property Security Agreement dated
November 9, 2007.


EXHIBIT “C”


TRADEMARKS


	
  TRADEMARK

  DESCRIPTION

  	
   

  	
  DOCKET No.

  	
   

  	
  COUNTRY

  	
   

  	
  SERIAL

  No.

  	
   

  	
  REGISTRATION

  No.

  	
   

  	
  STATUS

  
	
  BEYOND GENOMICS

  	
   

  	
  BYG-601

  	
   

  	
  Canada

  	
   

  	
  1102891

  	
   

  	
  TMA643,343

  	
   

  	
  Allowed

  
	
  BEYOND GENOMICS

  	
   

  	
  BYG-601

  	
   

  	
  Europe

  	
   

  	
  2213460

  	
   

  	
  2213460

  	
   

  	
  Registered

  
	
  BEYOND GENOMICS

  	
   

  	
  BYG-601

  	
   

  	
  Japan

  	
   

  	
  2001-43940

  	
   

  	
  4784213

  	
   

  	
  Registered

  
	
  BEYOND GENOMICS

  	
   

  	
  BYG-601

  	
   

  	
  US

  	
   

  	
  76/167,531

  	
   

  	
  2737705

  	
   

  	
  Registered

  
	
  BEYOND

  GENOMICS

  	
   

  	
  BYG-601A

  	
   

  	
  US

  	
   

  	
  76/168,273

  	
   

  	
  2722036

  	
   

  	
  Registered

  
	
  BG LOGO

  	
   

  	
  BYG-602

  	
   

  	
  Canada

  	
   

  	
  1102892

  	
   

  	
  TMA645,183

  	
   

  	
  Allowed

  
	
  BG LOGO

  	
   

  	
  BYG-602

  	
   

  	
  Europe

  	
   

  	
  2213775

  	
   

  	
  2213775

  	
   

  	
  Registered

  
	
  BG LOGO

  	
   

  	
  BYG-602

  	
   

  	
  Japan

  	
   

  	
  2001-43941

  	
   

  	
  4784214

  	
   

  	
  Registered

  
	
  BG LOGO

  	
   

  	
  BYG-602

  	
   

  	
  US

  	
   

  	
  76/167,165

  	
   

  	
  2719785

  	
   

  	
  Registered

  
	
  BG LOGO

  	
   

  	
  BYG-602A

  	
   

  	
  US

  	
   

  	
  76/167,700

  	
   

  	
  2743152

  	
   

  	
  Registered

  
	
  BG LOGO & BEYOND GENOMICS

  	
   

  	
  BYG-603

  	
   

  	
  Europe

  	
   

  	
  2213320

  	
   

  	
  2213320

  	
   

  	
  Registered

  
	
  BG LOGO & BEYOND GENOMICS

  	
   

  	
  BYG-603

  	
   

  	
  Japan

  	
   

  	
  2001-43942

  	
   

  	
  4784215

  	
   

  	
  Registered

  
	
  BG LOGO & BEYOND GENOMICS

  	
   

  	
  BYG-603

  	
   

  	
  US

  	
   

  	
  76/168,274

  	
   

  	
  2722037

  	
   

  	
  Registered

  
	
  BG LOGO & BEYOND GENOMICS

  	
   

  	
  BYG-603A

  	
   

  	
  US

  	
   

  	
  76/167,701

  	
   

  	
  2722034

  	
   

  	
  Registered

  
	
  DIGITAL BIOLOGY

  	
   

  	
  BYG-604

  	
   

  	
  US

  	
   

  	
  76/167,535

  	
   

  	
  2725092

  	
   

  	
  Registered

  
	
  DIGITAL BIOLOGY

  	
   

  	
  BYG-604A

  	
   

  	
  US

  	
   

  	
  76/171,976

  	
   

  	
  2737721

  	
   

  	
  Registered

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  US

  	
   

  	
  77/165,708

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Australia

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Canada

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  China

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Europe

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  India

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Japan

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Korea

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Mexico

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Norway

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Russia

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  South Africa

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  
	
  BG MEDICINE

  	
   

  	
  BYG-605

  	
   

  	
  Switzerland

  	
   

  	
  *

  	
   

  	
  —

  	
   

  	
  Pending

  







* Awaiting Serial Numbers: National phases entered October 25/26, 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 of 1933, as amended.


 


10

















 


Exhibit “D” attached to that certain Intellectual Property Security
Agreement dated November 9, 2007.


 


EXHIBIT “D”


MASK WORKS


NO MASK WORKS


 


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 of 1933, as amended.


 


11

















 


Exhibit “E” attached to
that certain Intellectual Property Security Agreement dated November 9, 2007.


EXHIBIT “E”


LICENSES


 


SEER Software License to
AstraZeneca, effective 10/21/2005.


56120/1402


 


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 of 1933, as amended.


 


12