BY AND BETWEEN
T HIS L ICENSE A GREEMENT (the “License Agreement”) is made effective as of November 3, 2004 (the “Effective Date”)
by and between AMGEN INC. , a Delaware corporation having its principal place of business at One Amgen Center Drive,
Thousand Oaks, California 91320-1799 (“Amgen”) and NUVELO, INC. , a Nevada corporation having its principal place of
business at 670 Almanor Avenue, Sunnyvale, California 94085-1710 and formerly known as Hyseq, Inc. (“Nuvelo”). Amgen and
Nuvelo are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
W HEREAS , Amgen and Nuvelo have been collaborating in the joint development and commercialization of a protein
known as Alfimeprase (and other variants of Alfimeprase) under the terms and conditions of that certain Collaboration
Agreement between the Parties, dated January 8, 2002 (“Collaboration Agreement”);
W HEREAS , pursuant to Article 15 of the Collaboration Agreement, Amgen has elected to exercise its right to convert its
right to jointly develop and commercialize Alfimeprase (and other variants of Alfimeprase) into the grant to Nuvelo of an
exclusive license under certain Amgen rights to Develop, manufacture and Commercialize Alfimeprase (and other variants of
W HEREAS , Nuvelo wishes, to exclusively license such Amgen rights from Amgen in connection with the Development,
manufacture and Commercialization of the Licensed Product(s) (as hereinafter defined), on the terms and conditions herein;
N OW T HEREFORE , based on the foregoing premises and the mutual covenants and obligations set forth below, the
Parties agree as follows:
Capitalized terms used but not otherwise defined herein have the meanings provided in Exhibit A hereto.
GRANT OF LICENSES AND OTHER RIGHTS
2.1 Patent Licenses.