New Frontiers Capital, LLC Sample Contracts

SUBSCRIPTION AGREEMENT

Subscription Agreement • February 15th, 2006 • New Frontiers Capital, LLC • Pharmaceutical preparations • New York

• Contract Type
  Subscription Agreement
• Filed
  February 15th, 2006
• Company
  New Frontiers Capital, LLC
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement • February 15th, 2006 • New Frontiers Capital, LLC • Pharmaceutical preparations

• Contract Type
  Joint Filing Agreement
• Filed
  February 15th, 2006
• Company
  New Frontiers Capital, LLC
• Industry
  Pharmaceutical preparations

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

METAMORPHIX, INC. SECURITY AGREEMENT

Security Agreement • February 15th, 2006 • New Frontiers Capital, LLC • Pharmaceutical preparations • New York

• Contract Type
  Security Agreement
• Filed
  February 15th, 2006
• Company
  New Frontiers Capital, LLC
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of , 2005, is executed by METAMORPHIX, INC., a Delaware corporation (together with its successors and assigns, “Company”), in favor of LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Collateral Agent on behalf of the holders from time to time of the Notes referred to herein (the “Investors”).

METAMORPHIX, INC. SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

Convertible Preferred Stock Purchase Agreement • February 15th, 2006 • New Frontiers Capital, LLC • Pharmaceutical preparations • Delaware

• Contract Type
  Convertible Preferred Stock Purchase Agreement
• Filed
  February 15th, 2006
• Company
  New Frontiers Capital, LLC
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2005, by and between New Frontiers Capital, LLC, a Delaware limited liability company (“Buyer”), Applera Corporation, a Delaware corporation (“Seller”), and Metamorphix, Inc., a Delaware corporation (the “Company”).

METAMORPHIX, INC. REGISTRATION RIGHTS AGREEMENT Dated as of February 28, 2002

Registration Rights Agreement • February 15th, 2006 • New Frontiers Capital, LLC • Pharmaceutical preparations • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  February 15th, 2006
• Company
  New Frontiers Capital, LLC
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 28, 2002, and is entered into by and among MetaMorphix, Inc., a Delaware corporation (the “Company”), PE Corporation (NY), a New York corporation, acting through its Celera Genomics Group (“Celera”) and each other holder of Registrable Securities that executes this Agreement on the date hereof or becomes a party to this Agreement from time to time hereafter (collectively referred to herein as the “Shareholders”).