UNIVERSITY OF COLORADO MATERIALS TRANSFER AGREEMENT
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 16 th Street, Suite 220, Denver, CO 80202 (“Recipient”).
Biological materials to which this Agreement applies: one or more samples, to be specified by Recipient, from the Human
Cardiac Tissue Bank of the Department of Cardiology at the UCHSC (“Biological Materials”), and any related information or
material supplied in connection therewith.
Whereas, UCHSC owns and is in possession of Biological Materials and has a right to provide said Biological Materials to
Recipient as provided under this Agreement;
Whereas, Recipient is conducting specific research activities described in the research plan set forth in Appendix A
Now therefore, to protect UCHSC’s proprietary interests with respect to the Biological Materials, UCHSC agrees to provide
Biological Materials to Recipient for purposes of conducting the Research, subject to the following terms and conditions:
(a) Recipient shall reimburse UCHSC thirty-five thousand dollars ($35,000) of the annual costs of support incurred by
UCHSC to meet the obligations of this Agreement. Such annual payment shall be due in quarterly installments of
eight thousand seven hundred and fifty dollars ($8,750) payable thirty (30) days from the first day of each quarter.
The parties acknowledge that Recipient is current on such payments through September 30, 2005.
(b) Recipient shall reimburse UCHSC fifty percent (50%) of the costs for equipment upkeep and replacement, and fifty
percent (50%) of the costs for tissue procurement, such payments not to exceed ten thousand dollars ($10,000) for
any given year without Recipi