CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO RULE 24B-2 AND
ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST. COPIES OF THIS EXHIBIT
CONTAINING THE OMITTED INFORMATION HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED PORTIONS OF THIS DOCUMENT
MARKED WITH A [***].
RESEARCH AND OPTION AGREEMENT
This Research and Option Agreement ("Agreement") is effective as of May 16, 2008 (the "Effective Date") by
and between Accelr8 Technology Corporation, having a place of business at 7000 North Broadway, Building 3-
307, Denver, Colorado 80221 ("Accelr8"), and Becton, Dickinson and Company, a corporation organized
under the laws of the State of New Jersey, having a place of business at 1 Becton Drive, Franklin Lakes, New
Jersey 07417, for itself ("BD"). BD and Accelr8 are together hereinafter collectively referred to as the "Parties"
and individually referred to as a "Party".
WHEREAS, Accelr8 has a technology platform directed to, among other things, infectious disease identification
and antimicrobial susceptibility or resistance testing;
WHEREAS, BD makes and sells products for diagnostic purposes, including, among other things, infectious
disease identification and antimicrobial susceptibility or resistance testing; and
WHEREAS, BD is interested in funding research work by Accelr8 in order to assess the capabilities of Accelr8's
technology platform, and assess BD's interest in licensing Accelr8's technology (such assessments collectively the
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
[***] Confidential Treatment Requested
A. "Accelr8 Background IP" shall mean, collectively, the Accelr8 Background
Know-How and the Accelr8 Background Patent Rights
B. "Accelr8 Background Know-How" shall mean any an