EMPLOYEE STOCK PURCHASE PLAN
(As amended and restated on December 14, 2004)
The purpose of the Nuvelo, Inc. Employee Stock Purchase Plan is to provide eligible Employees of Nuvelo, Inc. and its
Affiliates with an opportunity to acquire a proprietary interest in the Company through the purchase of Common Stock of the
Company on a payroll deduction basis. It is believed that participation in the ownership of the Company will be to the mutual
benefit of the eligible Employees and the Company. It is intended that this Plan shall constitute an “employee stock purchase
plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of Code Section
Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Plan, have the following
meanings. Wherever appropriate, words used in the singular shall be deemed to include the plural and vice versa, and the
masculine gender shall be deemed to include the feminine gender.
(a) Account means the funds accumulated with respect to an Employee as a result of deductions from his paycheck for the
purpose of purchasing Common Stock under the Plan. The funds allocated to an Employee’s Account shall remain the
property of the Employee at all times prior to the purchase of the Common Stock, but may be commingled with the assets
of the Company and used for general corporate purposes. No interest shall be paid or accrued on any funds accumulated
in the Accounts of Employees.
(b) Affiliate means a corporation, as defined in Section 424(f) of the Code, that is a parent or subsidiary of the Company,
direct or indirect.
(c) Board means the Board of Directors of the Company.
(d) Code means the Internal Revenue Code of 1986, as amended.