0001193125-09-113082 Sample Contracts

LICENSE AND SUBLICENSE AGREEMENT by and between CPEC L.L.C. and ARCA DISCOVERY, INC.
License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • New York

LICENSE AGREEMENT (this “Agreement”) effective as of October 28, 2003 (“Effective Date”), by and between CPEC, L.L.C., a Delaware limited liability company (“CPEC”) having an office at 99 Hayden Avenue, Suite 200, Lexington, MA 02421 (“CPEC”) and ARCA Discovery, Inc., a corporation organized and existing under the laws of the State of Colorado and having its principal office at 12635 East Montview Boulevard, Suite 100, Aurora, CO 80010 (“ARCA”).

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AMENDMENT NO. 1 TO DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
Development, Commercialization and Licensing Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware

This AMENDMENT NO. 1 TO DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT (“Amendment”) is made and effective as of May 14, 2007, by and between Laboratory Corporation of America Holdings (“LabCorp”) and ARCA Discovery, Inc. (“ARCA”).

AMENDMENT TO THE LICENSE AND SUBLICENSE AGREEMENT BY AND BETWEEN CPEC LLC AND ARCA DISCOVERY INC.
License and Sublicense Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • New York

THIS AMENDMENT (the “Amendment”), dated as of February, 22, 2006 (“Amendment Effective Date”), by and between CPEC LLC, a Delaware limited liability company having an office at 33 Hayden Avenue, Lexington, MA 02421 (“CPEC”) and ARCA Discovery, Inc., a corporation organized and existing under the laws of the State of Colorado and having its principal office at 1400 Sixteenth Street, Suite 220, Denver, Colorado 80202 (“ARCA”), amends the License and Sublicense Agreement effective as of October 28, 2003 (the “License Agreement”) by and between CPEC and ARCA.

UNIVERSITY OF COLORADO MATERIALS TRANSFER AGREEMENT
Materials Transfer Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This is an Agreement, dated October 14, 2005 (the “Effective Date”), between the Regents of the University of Colorado, a body corporate, contracting on behalf of the University of Colorado Health Sciences Center (“UCHSC”), and ARCA Discovery, Inc., a Delaware corporation with a principal place of business located at 1400 16th Street, Suite 220, Denver, CO 80202 (“Recipient”).

EXCLUSIVE LICENSE AGREEMENT For Licensing Patent Rights
Exclusive License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This Agreement is made and entered into by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 201 Regent Hall, Regent Drive, Boulder, CO 80309 (hereinafter “University”) and ARCA Discovery, Inc., a Delaware corporation having its principal office at 1400 16th Street, Suite 220, Denver, CO 80202 (hereinafter “Licensee”).

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT For Licensing Patent Rights
Exclusive License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This First Amendment, made and entered into as of June 23, 2006(the First Amendment Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 201 Regent Hall, Regent Drive, Boulder, CO 80309 (hereinafter “University”) and ARCA Discovery, Inc., a Delaware corporation having its principal office at 1200 17th Street, Suite 620, Denver, CO 80202 (hereinafter “Licensee”), amends that certain Exclusive Licensing Agreement between the Parties dated October 14, 2005 (the “License Agreement”).

DIAGNOSTIC COLLABORATION AND OPTION AGREEMENT
Diagnostic Collaboration and Option Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS DIAGNOSTIC COLLABORATION AND OPTION AGREEMENT (“Agreement”) is entered as of June 23, 2006 (the “Effective Date”), by and between CardioDx, INC., a Delaware corporation having a place of business located at 3183 Porter Drive, Palo Alto, CA 94304 (“CardioDx”) and ARCA DISCOVERY, INC., a Delaware corporation having a place of business at 1200 Seventeenth Street, Suite 620, Denver, Colorado 80202 (“ARCA”). CardioDx and ARCA may be referred to individually herein as a “Party” or collectively as the “Parties.”

SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT For Licensing Patent Rights
Exclusive License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This Second Amendment is made and entered into as of July 20, 2006 (the “Second Amendment Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 201 Regent Hall, Regent Drive, Boulder, CO 80309 (hereinafter “University”) and ARCA Discovery, Inc., a Delaware corporation having its principal office at 1200 17th Street, Suite 620, Denver, CO 80202 (hereinafter “Licensee”).

THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This Third Amendment is made and entered into as of July 19, 2007 (the “Third Amendment Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 201 Regent Hall, Regent Drive, Boulder, CO 80309 (hereinafter “University”) and ARCA Discovery, Inc., a Delaware corporation having its principal office at 1200 17th Street, Suite 620, Denver, CO 80202 (hereinafter “Licensee”).

FIRST AMENDMENT TO DIAGNOSTIC COLLABORATION AND OPTION AGREEMENT
Diagnostic Collaboration and Option Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances

This First Amendment to the Diagnostic Collaboration and Option Agreement (this “Amendment”) is made as of October 1, 2007, (the “Amendment Date”) by and between CardioDX, Inc., a Delaware corporation with its principal place of business at 3183 Porter Drive, Palo Alto, California 94304 (“CardioDX”) and ARCA Discovery, Inc., a Delaware corporation having a place of business at 1200 Seventeenth Street, Suite 620, Denver, Colorado 80202 (“ARCA”).

AMENDMENT NO. 2 TO DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
Development, Commercialization and Licensing Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware

This Amendment No. 2 to Development, Commercialization and Licensing Agreement (the “Amendment”) is made and effective as of May , 2008, by and between Laboratory Corporation of America Holdings (“LabCorp”) and ARCA Discovery, Inc. (“ARCA”).

DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT BETWEEN ARCA DISCOVERY, INC. AND LABORATORY CORPORATION OF AMERICA HOLDINGS DATED FEBRUARY 1, 2007
Development, Commercialization and Licensing Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances

This Development, Commercialization and Licensing Agreement (this “Agreement”) is made and entered into as of February 1, 2007 (the “Effective Date”) between ARCA Discovery, Inc., a Delaware corporation (hereinafter “ARCA”), and Laboratory Corporation of America Holdings, a Delaware corporation (hereinafter “LabCorp”).

FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 15th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado

This Fourth Amendment is made and entered into as of August 22, 2007 (the “Fourth Amendment Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (hereinafter “University”) and ARCA Discovery, Inc., a Delaware corporation having its principal office at 1200 17th Street, Suite 620, Denver, CO 80202 (hereinafter “Licensee”).

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