Second Amendment to Exclusive Patent License Agreement, dated June 23, 2017, between Registrant and The General Hospital Corporation

This Second Amendment (“Second Amendment”) to the Exclusive Patent License Agreement MGH # A217008, (the “Agreement”), dated July 23, 2013 is made as of June 23, 2017 (“Second Amendment Effective Date) by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”) and ArcherDx, Inc., a Delaware Corporation, having a principal place of business at 2477 55th St. # 202 Boulder, Colorado 80301 (“Company”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1.    Construction. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended Agreement.

2.    Amendments to Agreement.

(a) Section 3.1 of the Amended Agreement shall be amended and restated to read in its entirety as follows:

“Diligence Requirements. Company shall use, and shall cause its Affiliates and Sublicensees, as applicable, to use, commercially reasonable efforts to develop and make available to the public Products and Processes throughout the License Territory in the License Field. Such efforts shall include achieving the following objectives within the time periods designated below following the Effective Date:

For each subsequent calendar year after the calendar year ending December 31, 2019, the level of Net Sales shall increase by ten percent (10%) over the Net Sales in the immediately preceding

calendar year. For clarity and by way of example, the Net Sales in the calendar year ending December 31, 2020 shall be $22,627,000.

Achievement of the foregoing objectives shall be deemed to satisfy Company’s obligations to use commercially reasonable efforts under this Section 3.1.”

(b) Section 4.5 (a) of the Agreement shall be amended and restated to read in its entirety as follows:

“Beginning with the First Commercial Sale in any country in the License Territory, Company shall pay Hospital during the term of any license granted under Section 2.1(a)(i), a royalty of [**] of the Net Sales of all Products and Processes. Notwithstanding the foregoing, for the period of twelve (12) months immediately preceding December 31^st 2016, Company shall pay Hospital the greater of (a) [**], and (b) a royalty of [**] of the Net Sales for the twelve (12) months immediately preceding December 31^st 2016. Notwithstanding the foregoing, for the period of twelve (12) months immediately preceding December 31^st 2017, Company shall pay Hospital the greater of (a) [**], and (b) a royalty of [**] the Net Sales for the twelve (12) months immediately preceding December 31^st 2017. Notwithstanding the foregoing, for the period of twelve (12) months immediately preceding December 31^st 2018, Company shall pay Hospital the greater of (a) [**], and (b) a royalty of [**] of the Net Sales for the twelve (12) months immediately preceding December 31^st 2018. The royalty rates contained in this Section 4.5(a) shall be reduced by fifty percent (50%) on a country-by-country basis for any Product or Process, the manufacture, use, sale, importation or performance of which in or into a specific country is not covered by Patent Rights in such country.”

(c) Appendix A of the Amended Agreement shall be amended and restated to read in its entirety as follows:

3.    Effect of Amendment; Conflicts. Except as expressly amended by this Second Amendment, the Amended Agreement shall continue in full force and effect. If there is any conflict between the terms of the Amended Agreement and the terms of this Second Amendment, the terms of this Second Amendment shall govern and control.

4.    Further Assurances. The Parties agree to execute such further instruments, agreements and documents and to take such further actions as may reasonably be necessary to carry out the intent of this Second Amendment.

5.    Counterparts. This Second Amendment may be executed in any number of counterparts, each which shall be deemed an original, and all of which together shall constitute one instrument.

6.    Entire Agreement. This Second Amendment, together with the Amended Agreement and the documents referenced herein and therein, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the Second Amendment Effective Date.