* * * * *
PORTIONS OF THIS EXHIBIT HAVE BEEN
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24(B)-2. THE LOCATION OF
THOSE OMITTED PORTIONS IS DENOTED
* * * * *
March 16, 2000
The Brigham and Women's Hospital, Inc.
75 Francis Street
Boston, MA 02103
Ladies and Gentlemen:
1. Reference is made to the Amended and Restated Research and Development Agreement made as of
September 9, 1988, and revised as of July 1, 1992, and April 14, 1995 (the "Research Agreement"). Capitalized
terms used herein that are not otherwise defined are used with the meanings defined in the Research Agreement.
2. "Patent Rights" shall mean and include (i) all United States and foreign applications for patents listed in Exhibit
A, as well as all United States and foreign patents that have or may hereafter issue in respect of such applications
for patents, and (ii) all applications for patents whose subject matter in whole or in part is entitled to the benefit of
the filing date(s) of any of the applications for patents listed on Exhibit A and all United States and foreign patents
that have or may hereafter issue in respect of such applications for patents, including in each case of the foregoing
clauses (i) and (ii) of this definition, without limitation, all continuations, continuations-in-part, divisional patents,
substitutions, Patent Cooperation Treaty applications, United States provisional patent applications, continued
prosecution applications, utility models, supplementary protection certificates, reexaminations, renewals,
extensions and reissues, and all rights to sue for past or future infringement thereof.
3. A question has arisen as to whether the Patent Rights resulted from the Research Program and, therefore,
constitute Developed Technology.
4. In order to resolve matters between the Company and BWH relating to the Patent Rights, the Company
acknowledges and agrees that BWH is the owner of the P