AMENDMENT NO. 2
DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
This Amendment No. 2 to Development, Commercialization and Licensing Agreement (the “Amendment”) is made and
effective as of May , 2008, by and between Laboratory Corporation of America Holdings (“LabCorp”) and ARCA
Discovery, Inc. (“ARCA”).
WHEREAS, LabCorp and ARCA entered into a Development, Commercialization and Licensing Agreement dated
February 1, 2007, which was amended pursuant to an Amendment No. 1 dated May 14, 2007 (as amended, the “License
WHEREAS, the parties desire to further amend the terms of the License Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants of the parties and other good valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, LabCorp and ARCA agree to the following
amendments to the License Agreement:
1. Inclusion of LabCorp Wholly-Owned Subsidiaries as Licensees .
a. Section 2.1 of the License Agreement shall be amended by deleting the parenthetical that currently states “(and to those
Affiliates [ * ]”, and replacing it with “[ * ].
b. Section 2.8 of the License Agreement is hereby deleted in its entirety.
c. Section 10.2(j) of the License Agreement is hereby deleted in its entirety.
d. Exhibit A of the License Agreement is hereby deleted in its entirety.
e. For informational purposes, attached as Exhibit A to this Amendment is a list of wholly-owned subsidiaries of LabCorp
as of the date of this Amendment.
2. Permitted Sublicensees .
a. In Section 2.6 of the License Agreement, the [ * ] are hereby deleted and replaced with [ * ].
b. Exhibit B of the License Agreement is hereby deleted in its entirety and replaced with Exhibit B of this Amendment.
c. The following language shall be added to the end of Section 2.6: “ARCA expressly acknowledges that LabCorp shall be
permitted to enter into a sublicense with [ * ], subject to the terms of this Section 2.6, [ * ]. If LabCor