License Agreement - CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, - 11-15-2004

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License Agreement - CYBERKINETICS NEUROTECHNOLOGY SYSTEMS,  - 11-15-2004 Powered By Docstoc
					                                                   EXHIBIT 10.5

                                            LICENSE AGREEMENT

THIS AGREEMENT is made as of August 13, 2002 (the "Effective Date") by and among BROWN
UNIVERSITY RESEARCH FOUNDATION, a Rhode Island corporation ("BURF"), the
MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts corporation ("M.I.T."), and
CYBERKINETICS, INC., a Delaware corporation ("Licensee").

                                                       Recitals

BURF and M.I.T. have certain rights to the Licensed Technology, as defined below.

BURF and M.I.T. desire to have the Licensed Technology developed and commercialized to benefit the public
and are willing to grant licenses thereunder.

M.I.T.'s Vice President for Research has approved that M.I.T. is accepting equity as partial consideration for the
rights and licenses granted under this Agreement.

Licensee wishes to obtain licenses under the Licensed Technology on the terms and conditions of this Agreement.

Each of BURF and M.I.T. wishes to grant licenses under the Licensed Technology to Licensee on the terms and
conditions of this Agreement.

BURF, M.I.T. and Licensee therefore agree as follows:

1. DEFINITIONS

The following terms shall have the meanings indicated in this Agreement:

1.1. Agent or Licensors' Agent. Agent or Licensors' Agent shall mean BURF in its capacity as agent for the
Licensors hereunder, acting pursuant to the provisions of Section 10.

1.2. Agreement. Agreement shall mean this Agreement, including all schedules, exhibits and attachments hereto.

1.3. Affiliate. Affiliate shall mean, with respect to any Person, any other Person controlled by, controlling, or
under common control with such Person. A Person shall be regarded as in control of another Person if it has
direct or indirect beneficial ownership of at least fifty percent (50%) interest in the voting stock (or the equivalent)
of such corporation or other entity, has the right to direct, appoint or remove a majority or more of the members
of its board of directors (or their equivalent), or has the power to control the general management of such
corporation or other entity, by contract, law or otherwise.

1.4. Brown Licensed Patents. Brown Licensed Patents shall mean those Licensed Patents designated on
Schedule 1.14 as Brown Licensed Patents.

1.5. Brown Limited Field Patents. Brown Limited Field Patents shall mean those Brown Licensed Patents
designated on Schedule 1.14 as Brown Limited Field Patents.

1.6. Brown - M.I.T. Agreement. Brown - M.I.T. Agreement shall mean the Agreement dated as of June 12,
2001 between Brown University and M.I.T., a copy of which is attached hereto as Exhibit A, which authorizes
BURF to act in certain capacities on behalf of M.I.T., Brown

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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University and itself, including without limitation the receipt of payments to be made hereunder, and provides for
the allocation of such payments.

1.7. Confidential Information. Confidential Information shall mean, with respect to each Party, (a) non-public
proprietary data or information which belongs in whole or in part to such Party, its Affiliates or sublicensees and
(b) information expressly designated in this Agreement as Confidential Information of such Party.

1.8. Covered Sublicense. Covered Sublicense shall mean a sublicense to the Licensed Patents or Licensed Data
outside of the field of prosthetic devices or any other additional field in which Licensee will continue to be actively
engaged in developing or commercializing Licensed Products after the grant of such sublicense.

1.9 Effective Date. Effective Date is defined in the preamble.

1.10. Federal Patent Policy. Federal Patent Policy shall mean 35 U.S.C.
Section 200 et seq. and all regulations promulgated thereunder, as amended, and any successor statutes or
regulations.

1.11. FDA. FDA shall mean the United States Food and Drug Administration.

1.12. Licensed Data. Licensed Data shall mean the data and research materials described in Schedule 1.12.
Notwithstanding the foregoing, in no event shall M.I.T.'s interest in any data or research materials described in
Schedule 1.12 be considered Licensed Data.

1.13. Licensed Field. Licensed Field shall mean all fields, except as follows:

(a) * * *

(b) * * *

1.14. Licensed Patents. Licensed Patents shall mean those patents and patent applications described on Schedule
1.14.

1.15. Licensed Product. Licensed Product shall mean any product the manufacture, use or sale of which would,
absent the licenses granted by the Licensors to Licensees herein, infringe any Valid Claim included in any
Licensed Patent.

1.16. Licensed Technology. Licensed Technology shall mean the Licensed Patents and the Licensed Data.

1.17. Licensed Territory. Licensed Territory shall mean worldwide.

1.18. Licensor. Licensor shall mean each of BURF and M.I.T.

1.19. Major Market Country. Major Market Country shall mean each of the following countries: * * *.

1.20. M.I.T. Collaboration Licensed Patents. M.I.T. Collaboration Licensed Patents shall mean those Licensed
Patents designated on Schedule 1.14 as M.I.T. Collaboration Licensed Patents.

1.21. Net Sales. Net Sales shall mean gross amounts invoiced for sales of a Licensed Product by Licensee, its
Affiliates or its Sublicensees, as appropriate, to non-Affiliate Third

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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Parties (other than Licensee's Sublicensees hereunder), less the sum of (i) trade, quantity and cash discounts
actually allowed or paid, (ii) refunds, rebates, chargebacks, retroactive price adjustments (including Medicaid,
managed care and similar types of rebates), service allowances and broker's or agent's commissions actually
allowed or paid, (iii) credits or allowances given or made for rejections or returns of previously sold products or
for wastage replacement actually taken or allowed, (iv) taxes, duties or other governmental charges levied on or
measured by the billing amount, as adjusted for rebates and refunds, and (v) charges for shipping, freight and
insurance directly related to the distribution of the Licensed Product (excluding amounts reimbursed by Third
Party customers). Sales of a Licensed Product by and between a Party and its Affiliates and Sublicensees are not
sales to Third Parties and shall be excluded from Net Sales calculations for all purposes. Sales of a Licensed
Product for use in conducting clinical trials of such Licensed Product in a country of the Licensed Territory in
order to obtain regulatory approval of such Licensed Product in such country shall be excluded from Net Sales
calculations for all purposes.

If a Licensed Product (a) consists of both (i) components causing such product to be a Licensed Product and (ii)
other components or (b) is sold together with one or more other products for a single invoiced price (e.g., where
a product is a medical device comprised of one component that is Licensed Product and other components that
are not Licensed Products, or where a medical device that is a Licensed Product is packaged for sale with a
second medical device that is not a Licensed Product) (each, a "Combination Sale"), the Net Sales for such
Licensed Product shall be the portion of such Combination Sale properly allocable to such Licensed Product,
determined as follows.

Except as provided below, the Net Sales for a Licensed Product sold in such a Combination Sale shall equal the
gross amount invoiced for sale of the Licensed Product and any and all other products or components, as the
case may be, included in such Combination Sale reduced by the adjustments specified above in the definition of
Net Sales (the "Net Combination Sale Amount"), multiplied by the fraction A/(A+B), where:

***

In the event that Licensee, its Affiliate or Sublicensee, as applicable, separately sells the Licensed Product
included in a Combination Sale in a country, but does not separately sell all of the other products or components,
as the case may be, included in such Combination Sale in such country, the calculation of "Net Sale" resulting
from such Combination Sale shall be determined by multiplying the Net Combination Sale Amount by the fraction
A/C where:

***

In the event that Licensee, its Affiliate or Sublicensee, as applicable, does not separately sell the Licensed
Product contained in a Combination Sale in the country where such Combination Sale occurs, but does
separately sell all of the other products or components, as the case may be, included in the Combination Sale in
such country, the calculation of Net Sales resulting from such Combination Sale shall be determined by
multiplying the Net Combination Sale Amount by the fraction (C-D)/C, where:

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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***

Where the calculation of Net Sales resulting from a Combination Sale in a country cannot be determined by any
of the foregoing methods, the calculation of Net Sales for such Combination Sale shall be that portion of the Net
Combination Sale Amount reasonably determined in good faith mutually by the Parties which properly reflects the
value of the Licensed Product included in the Combination Sale.

1.22 Party. Party shall mean each party to this Agreement and their respective successors and permitted assigns.

1.23. Person. Person shall mean any natural person or legal entity.

1.24. Sublicensee. Sublicensee shall mean any Person to whom Licensee grants a sublicense of some or all of the
rights granted to Licensee under this Agreement.

1.25. Sublicensing Fees. Sublicensing Fees shall mean any payments received by Licensee (other than royalty
payments or reimbursement of research or development expenses) as consideration for the granting of a Covered
Sublicense, net of the value of any rights, interests or other consideration (including, without limitation, equity
interests in Licensee) provided by Licensee to Sublicensee other than the sublicense to the Licensed Patents or
Licensed Data.

1.26. Third Part(y/ies). Third Part(y/ies) shall mean any person(s) or entit(y/ies) other than BURF, M.I.T.,
Licensee or their respective Affiliates.

1.27. Valid Claim. Valid Claim shall mean: (a) in the case of an issued and unexpired patent, a claim that has not
been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency
of competent jurisdiction, unappealed or unappealable within the time allowed for appeal, and that has not been
admitted to be invalid or unenforceable through reissue, disclaimer or otherwise; or (b) in the case of a pending
patent application, a pending claim that (i) was filed and is being prosecuted in good faith and (ii) has not been
cancelled, withdrawn, abandoned or finally disallowed without the possibility of appeal or refilling of such
application.

2. LICENSE

2.1. Grant of Licenses. Subject to the terms and conditions of this Agreement: (x) BURF hereby grants to
Licensee an exclusive, royalty-bearing license, including the right to grant sublicenses, under BURF's interest in
the Brown Licensed Patents, the M.I.T. Collaboration Licensed Patents and the Licensed Data, to make, have
made, use, offer to sell, sell, have sold, distribute, have distributed, import and export Licensed Products in the
Licensed Territory in the Licensed Field; and (y) M.I.T. hereby grants to Licensee an exclusive, royalty-bearing
license, including the right to grant sublicenses, under M.I.T.'s interest in the M.I.T. Collaboration Licensed
Patents, to make, have made, use, offer to sell, sell, have sold, distribute, have distributed, import and export
Licensed Products in the Licensed Territory in the Licensed Field. In addition, Licensee shall have the right to use
the inventions and technology covered by the M.I.T. Collaboration Licensed Patents in animal implants (and
related systems, devices and components) for the purposes of researching, developing and testing Licensed
Products for human use. The licenses granted to Licensee under this Section 2.1 are subject to the following
terms and conditions:

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
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(a) Federal Patent Policy. To the extent that any invention included within the Licensed Technology has been
partially funded by the United States Government, the United States Government retains certain rights in such
invention as set forth in the Federal Patent Policy. As a condition of the licenses granted hereby, Licensee shall
comply with all aspects of the Federal Patent Policy applicable to the Licensed Patents in the Licensed Territory
in the Licensed Field. Nothing contained in this Agreement obligates or shall obligate any Licensor to take any
action that would conflict in any respect with its past, current or future obligations to the United States
Government under the Federal Patent Policy with respect to the Licensed Patents in regard to work already
performed or to be performed by such Licensor. Each Licensor shall use reasonable efforts to reserve for
Licensee the exclusive rights granted by each of them hereunder to the extent permitted under the Federal Patent
Policy.

(b) [Reserved.]

(c) M.I.T. Collaboration Licensed Patents. M.I.T. retains the right for M.I.T. to use the M.I.T. Collaboration
Licensed Patents for research, teaching and educational purposes.

(d) Brown Licensed Patents. BURF retains the right for BURF and its Affiliate, Brown University, to use the
Brown Licensed Patents and the M.I.T. Collaboration Licensed Patents in the Licensed Field solely for the
internal, non-commercial research, teaching and other non-commercial scientific and academic purposes of
BURF and its Affiliate, Brown University.

(e) Licensed Data. BURF retains certain rights to use the Licensed Data, as more fully described in and subject
to the terms and conditions set forth in Section 2.3(b).

2.2. Sublicensing. Licensee shall have the right to grant one or more sublicenses to any Person of the rights
granted to it under Section 2.1 at any time, consistent with the terms and conditions of this Agreement.

2.3. Option to Acquire License to Additional Inventions; Access to Licensed Data.

(a) Option to Acquire License. BURF hereby grants Licensee an exclusive first option (the "Option") to acquire
an exclusive license to any BURF interest in any invention (each, an "Additional Invention") (x) that is made after
the Effective Date in the course of the performance of research funded in whole or in part under any grant listed
on Schedule 2.3 (each, an "Ongoing Grant"), or (y) that constitutes an improvement to an invention or technology
covered by a Licensed Patent and that results from the exercise of those retained rights (the "Retained Rights")
described in
Section 2.1(d). For purposes of this Agreement, "Additional Invention" shall not include any ownership interest of
M.I.T. in any such invention. Further, "improvement to an invention or technology" shall mean any invention that
constitutes a modification of, variation of, revision to or new use of such invention or technology and that is
dominated, in whole or in part, by any Valid Claim in any Licensed Patent. The Option shall apply to all
Additional Inventions made during the term of this Agreement, and Licensee's exercise or failure to exercise the
Option with

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respect to a particular Additional Invention shall not affect Licensee's rights with respect to future Additional
Inventions. Notwithstanding the foregoing, nothing in this Agreement shall apply or be deemed to apply to
M.I.T.'s interest, if any, in any Additional Invention nor to obligate M.I.T. in any way to grant a license, under
M.I.T.'s interest in any Additional Invention, to any Additional Invention.

As additional consideration for the grant of the Option, upon execution of this Agreement, Licensee shall grant to
BURF an option (the "BURF "Stock Option") to purchase * * * shares of Licensee's common stock, par value
$.001 per share ("Common Stock"), subject to vesting terms and other terms and conditions set forth in the
option grant certificate dated as of the date hereof and attached to this Agreement as Exhibit B (the "BURF
Stock Option Certificate").

BURF shall be free to grant a license to an Additional Invention to any Third Party if Licensee does not exercise
the Option with respect to such Additional Invention, subject to the terms and conditions set forth in this Section
2.3(a). With respect to each Additional Invention, Licensee may exercise the Option on the following terms and
conditions:

(i) Additional Invention Notice. BURF shall take reasonable actions to assure that those researchers exercising
the Retained Rights promptly make invention disclosures to BURF regarding any Additional Inventions and delay
publication of information regarding such Additional Inventions to the extent necessary to allow time for the
preparation and filing of patent applications. BURF shall give written notice (the "Additional Invention Notice") to
Licensee of any Additional Invention within 15 days of the receipt by BURF of an invention disclosure relating to
any Additional Invention. The Additional Invention Notice shall describe the Additional Invention in reasonable
detail. BURF shall promptly make available to Licensee, upon reasonable request, all available additional
information regarding such Additional Invention. All such information shall be deemed to be BURF's Confidential
Information subject to the provisions of Section 4.2.

(ii) Option Exercise Notice. If Licensee elects, in its sole discretion, to exercise the Option with respect to the
Additional Invention, Licensee shall give written notice (the "Option Exercise Notice") to BURF of its election to
exercise within 90 days after receipt of the Additional Invention Notice.

(iii) Effective Date of Exercise. Effective as of the date 30 days after the date BURF receives the Option Exercise
Notice (unless BURF requests negotiation of the license terms pursuant to Section 2.3(a)(iv), in which event the
terms of Section 2.3(a)(iv) shall govern):

(A) Any patents and patent applications covering such Additional Invention shall be deemed for all purposes of
this Agreement to be included within the Brown Licensed Patents (subject to any additional terms imposed by a
sponsored research agreement between BURF and any non-commercial sponsor of the research that resulted in
the Additional Invention, but only to the extent that such terms are consistent with the terms generally imposed by
non-commercial sponsors for similar research);

(B) The Parties shall amend Schedule 1.14 to add a description of the patents and patent applications covering
such Additional Invention to the list of Brown Licensed Patents;

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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(C) Licensee shall reimburse BURF for all patent expenses related to such Additional Invention reasonably
incurred by BURF prior to exercise of the Option, subject to BURF providing reasonable documentation of such
expenses;

(D) Licensee shall pay BURF * * *, and

(E) Pursuant to the terms of the BURF Stock Option Certificate, the BURF Stock Option shall become
exercisable with respect to an additional * * * of the shares of Common Stock subject to the BURF Stock
Option (subject to the maximum number of shares for which the BURF Stock Option is exercisable and the other
terms set forth in the BURF Stock Option Certificate).

(iv) BURF Right to Request Negotiation. If BURF reasonably determines that the compensation terms of this
Agreement would not reflect fair market value consideration for an exclusive license of the Additional Invention,
BURF shall so notify Licensee within 20 days after receipt of the Option Exercise Notice that it requests
negotiation of the terms of such license (a "Negotiation Request"). Promptly after Licensee receives the
Negotiation Request, BURF and Licensee will enter into good faith negotiations with each other for 90 days (or
such longer period as mutually agreed by BURF and Licensee) in an effort to reach agreement on mutually
satisfactory terms for the licensing of such Additional Invention.

If BURF and Licensee do not agree on such terms within such time period, BURF shall thereafter be free to
license such Additional Invention to a Third Party or Third Parties, subject to Licensee's right to submit the matter
to mediation, as provided below in clause (A) below, and Licensee's Right of First Refusal, as provided below in
clause (B) below.

(A) Licensee may at its option require the matter to be submitted to mediation pursuant to the terms of Section 9,
with Licensee having the option to accept or reject the recommendation of the mediator(s). If Licensee rejects
such proposed terms, BURF shall be free to license such Additional Invention to a Third Party or Third Parties at
any time and the Right of First Refusal provided for in clause (B) below shall not apply to such Additional
Invention.

(B) If Licensee does not require the matter to be submitted to mediation pursuant to clause (A) above, Licensee
shall have a right of first refusal with respect to the Additional Invention (the "Right of First Refusal") on the terms
and conditions set forth in this clause (B). Prior to granting any license to the Additional Invention to any Third
Party, BURF shall give written notice (the "Offer Notice") to Licensee of the name and address of the Third Party
to whom the license is to be granted and the material terms and conditions of such proposed license and shall
offer Licensee the opportunity to license the Additional Invention on the same terms and conditions; provided,
however, that if BURF is not permitted, under the terms of an agreement with the Third Party, to disclose the
Third Party's name and address, BURF shall not be required to do so but shall provide Licensee with a general
description of the Third Party's organizational type (e.g., public or private entity, for-profit or non-profit, newly
organized entity or established entity, etc.) and industry (e.g., medical devices, telecommunications, etc.). If
Licensee elects

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to license the Additional Invention on such terms and conditions, Licensee shall so notify BURY within 30 days of
receipt of the Offer Notice; if such election is made, Licensee and BURF shall promptly amend this Agreement or
enter into a separate license agreement on such terms and conditions. If Licensee does not respond within such
30-day period, or if Licensee notifies BURF that it does not elect to license the Additional Invention on such
terms and conditions, BURF shall be free to license such Additional Invention to the Third Party named in the
Offer Notice on the terms and conditions set forth in the Offer Notice; provided, however, that if a license with
the Third Party on the same terms and conditions is not entered into by BURF within 90 days, the Additional
Invention shall again be subject to the Right of First Refusal requirements set forth in this clause (B).

(v) Third Party Licenses. Except as otherwise provided in Section 2.3(a)(iv), BURF shall not grant a license to
the Additional Invention to any Third Party, (or enter into negotiations or discussions with, or solicit interest from,
any Third Party regarding a license to the Additional Invention), unless and until: (i) Licensee notifies BURF that it
declines the opportunity to exercise the Option with respect to the Additional Invention or (ii) Licensee does not
respond to BURF within 90 days after receipt of the Additional Invention Notice.

(b) Access to Licensed Data. BURF retains the right to grant access to Brown University faculty researchers and
faculty researchers at other academic institutions to use the Licensed Data for non-commercial research
purposes; provided, however, that any researcher granted access to the Licensed Data shall be required to enter
a Material Transfer Agreement substantially in the form of Exhibit C with BURF (with such changes as BURF
and Licensee may mutually agree to make). Pursuant to the terms of the applicable Material Transfer Agreement,
any data developed or generated using such Licensed Data and any invention made using such Licensed Data
shall be deemed to be an Additional Invention for purposes of this Agreement and subject to Licensee's Option
to license such data or invention pursuant to the provisions of Section 2.3(a). Notwithstanding the foregoing,
neither M.I.T. nor any M.I.T. researcher shall be required to enter into a Material Transfer Agreement to use the
Licensed Data in connection with the research being performed under the Subaward between Brown and M.I.T.
(a copy of which is attached hereto as Exhibit A).

3. CONSIDERATION, RECORD-KEEPING AND PAYMENTS

3.1. Payments and Other Consideration.

(a) Initial Payment. Licensee shall pay to Licensors' Agent on the Effective Date of this Agreement an amount
equal to * * *, which includes reimbursement in full for reasonable out-of-pocket patent expenses incurred with
respect to the Licensed Patents prior to the Effective Date.

(b) License Maintenance Fees. Subject to the limitations set forth in Section 3.1(f), Licensee shall pay * * * to
the Licensors' Agent on * * *.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
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(c) Running Royalties. Licensee shall pay or cause to be paid to the Licensors' Agent running royalties equal to
the Applicable Percentage (as defined below) of Net Sales of Licensed Products by Licensee, its Affiliates and
Sublicensees, subject to the following terms and conditions:

(i) Applicable Percentage. The "Applicable Percentage" shall equal * * * for the first * * * of aggregate Net
Sales of Licensed Products by Licensee, its Affiliates and Sublicensees. The "Applicable Percentage" shall equal
* * * for aggregate Net Sales of Licensed Products by Licensee, its Affiliates and Sublicensees in excess of * *
*. The Applicable Percentage is subject to adjustment pursuant to the provisions of clause (iii) below.

(ii) Royalty Reports and Payments. Within 60 days after March 31, June 30, September 30 and December 31 of
each year, Licensee shall deliver to the Licensors' Agent a true and accurate report, giving such particulars of the
business conducted by Licensee and any Sublicensees during the preceding three calendar months under this
Agreement as are pertinent to an accounting for any running royalty payments hereunder. If no payments are due,
it shall be so reported. No such reports shall be due before the first commercial sale of a Licensed Product. The
total royalty due for the sale of Licensed Products during such calendar quarter shall be remitted at the time such
report is made.

(iii) Royalty Adjustment. "Required Royalties" shall mean royalties payable by Licensee, its Affiliates or
Sublicensees to any Third Party with respect to any intellectual property that Licensee is required to license in
order to practice the Licensed Patents. The Applicable Percentage with respect to any Net Sales shall be
reduced by * * * of any Required Royalties payable with respect to such Net Sales; provided, however, that the
Applicable Percentage shall in no event be reduced by more than * * * solely as a result of this provision.

(iv Cumulative Royalties. The obligation to pay royalties shall be imposed only once with respect to a single unit
of a Licensed Product regardless of how many Valid Claims included within the Licensed Patents would, but for
this Agreement, be infringed by the manufacture, use, import, offer for sale or sale of such Licensed Product in
the country(ies) of such manufacture, use or sale.

(v) Termination of Royalty Obligation. Licensee's obligation to pay a running royalty on Net Sales of a Licensed
Product shall terminate * * *. After termination of Licensee's obligation to pay a running royalty on Net Sales of a
Licensed Product in a country, no further royalties shall be payable in respect of sales of such Licensed Product
in such country and, thereafter, the licenses granted to Licensee under Section 2.1 with respect to such Licensed
Product in such country shall be fully paid-up, perpetual, exclusive, irrevocable, royalty-free licenses.

(d) Equity. Licensee shall, simultaneously with the execution and delivery of this Agreement, issue to BURT and
M.I.T. * * * shares of Licensee's Common Stock (80% of which shall be issued to BURF and 20% of which
shall be issued to M.I.T.) pursuant to Stock Subscription Agreements executed by each of BURF and M.I.T.
dated as of the date hereof and attached to this Agreement as Exhibit D. Such shares of Common Stock, when
issued to BURF and M.I.T., shall be fully-paid and non-assessable. Simultaneously with the delivery of such
shares of Common Stock, each of BURF and M.I.T. shall execute the Stockholders' Rights Agreement
substantially in the form attached hereto as Exhibit E.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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(e) Sublicensing Fees. Subject to the limitations set forth in Section 3.1(f), in the event Licensee receives any
Sublicensing Fees in connection with the grant to any Third Party(ies) of a Covered Sublicense, Licensee shall
pay to the Licensors' Agent the amount equal to: (i) * * * of such Sublicensing Fees if such Sublicensing Fees are
received by Licensee within * * * after the Effective Date of this Agreement, or (ii) * * * of such Sublicensing
Fees if such Sublicensing Fees are received by Licensee * * * of the Effective Date of this Agreement. Any such
payment to the Licensors' Agent shall be made within thirty
(30) days of Licensee's receipt of such Sublicensing Fees.

(f) Maximum Amount of License Maintenance Fees and Sublicensing Fees. The aggregate amount payable by
Licensee pursuant to Section 3.1(b) (License Maintenance Fees) and Section 3.1(e) (Sublicensing Fees) shall not
exceed * * *, reduced by * * * of the aggregate amounts previously expended by Licensee in connection with
the development of Licensed Products, in no event to be reduced below * * *. Licensee shall have no further
obligation to pay the Licensors' Agent pursuant to Section 3.1(b) or Section 3.1(e) after Licensee has paid the
aggregate amount described in the prior sentence.

3.2. Records. During the term of this Agreement and for three years thereafter, Licensee shall keep complete and
accurate records of Licensee's, any Affiliate's and any Sublicensee's sales of Licensed Products and such other
matters as may affect the determination of any amount payable to the Licensors hereunder in sufficient detail to
enable the Licensors' Agent or its authorized representatives to determine any amounts payable under this
Agreement. Licensee shall permit the Licensors' Agent or its authorized representatives, at Agent's expense
(except as provided below), to examine periodically (but no more frequently than once per year) its books,
ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any
report required under this Agreement or the accuracy of any amount payable hereunder. Licensee shall also
permit the Licensors' Agent or its authorized representatives to examine periodically (but no more frequently than
once per year) any documents relating to its sublicensing of the Licensed Patents during regular business hours.
Should any examination conducted by the Licensors' Agent or its authorized representatives pursuant to the
provisions of this Section 3.2 result in a determination of an underpayment of more than * * * of any payment
due from Licensee hereunder, Licensee shall be obligated to pay any reasonable out-of-pocket expenses
incurred by the Licensors' Agent with respect to such examination.

3.3. Form of Payment; Taxes and Withholding. All amounts payable and calculations hereunder shall be in United
States dollars. All payments under this Agreement will be made without any deduction or withholding for or on
account of any tax unless such deduction or withholding is required by applicable laws or regulations of any
country in the Licensed Territory. If Licensee is so required to deduct or withhold, Licensee will (i) promptly
notify the Licensors' Agent of such requirement, (ii) pay to the relevant authorities the full amount required to be
deducted or withheld promptly upon the earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against any Licensor, and (iii) promptly forward to the
Licensors' Agent an official receipt (or certified copy) or other documentation reasonably acceptable to the
Licensors' Agent evidencing such payment to such authorities.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

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3.4. Interest. In the event that any payment due hereunder is not made when due, the payment shall accrue
interest beginning on the first day following the calendar quarter to which such payment relates calculated at the
annual rate of the sum of (a) two percent (2%) plus (b) the prime interest rate quoted by The Wall Street Journal
on the date such payment is due, provided that in no event shall such annual rate exceed the maximum interest
rate permitted by law in regard to such payments. Such royalty payments when made shall be accompanied by all
interest so accrued. Payment and acceptance of interest shall not negate or waive the right of the Licensors to any
other remedy, legal or equitable, to which they may be entitled because of the delinquency of the payments

4. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

4.1. Patent Prosecution; Patent Costs.

(a) Licensee shall be responsible for preparing, filing, prosecuting, maintaining and defending all Licensed Patents
other than the Brown Limited Field Patents. Licensee shall seek and use best efforts to maintain the strongest and
broadest patent claims practicable in the best interests of M.I.T. with respect to the M.I.T. Collaboration
Licensed Patents. Licensee shall provide the Licensors' Agent with copies of all filings and relevant
documentation and a reasonable opportunity in advance to comment on such filings. Licensee will not abandon
any patent application in the Licensed Patents (other than the Brown Limited Field Patents), or make
prosecution-related decisions that would affect the strength or breadth of any claims in such patent applications,
without giving the Licensors' Agent a reasonable opportunity to comment on such action or decision.

(b) BURF shall be responsible for preparing, filing, prosecuting, maintaining and defending the Brown Limited
Field Patents. BURF shall provide Licensee with copies of all filings and relevant documentation and a reasonable
opportunity in advance to comment on such filings. BURF will not abandon any patent application in the Brown
Limited Field Patents, or make prosecution-related decisions that would have a material impact on the nature or
scope of any claims in such patent applications, without giving Licensee a reasonable opportunity to comment on
such action or decision.

(c) Licensee shall bear all costs in connection with the preparation, filing, prosecution, maintenance and defense
of the Licensed Patents and, except as provided in Section 4.1(e), shall reimburse BURF for all reasonable costs
incurred by BURF in connection with the preparation, filing, prosecution, maintenance and defense of the Brown
Limited Field Patents. In the event that BURF enters into one or more licenses with Third Parties of BURF'S
interest in the Brown Limited Field Patents outside the Licensed Field, the amount Licensee is obligated to
reimburse BURF for patent costs under the prior sentence shall be reduced to a pro rata share of such costs
based on the number of licensees.

(d) In the event that Licensee determines to abandon prosecution of, or to cease to maintain, any Licensed Patent
(other than the Brown Limited Field Patents) in any country, Licensee shall so notify the Licensors' Agent and
shall permit the Agent, in its sole discretion, at the Agent's expense, to continue to prosecute or maintain such
Licensed Patent in such jurisdiction, and Licensee shall cooperate with the Agent in regard thereto. If

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        11
such country is a Major Market Country and the Agent does so prosecute, the licenses granted to Licensee
under Section 2.1 shall terminate in such country with respect to any Licensed Patents issuing in such country as a
result of such prosecution

(e) On a country-by-country basis, Licensee may elect not to reimburse BURF for the preparation, filing,
prosecution and maintenance of the Brown Limited Field Patents in such country by giving written notice to
BURF. In the event that Licensee elects not to, or fails to, reimburse BURF for such costs in any country, BURF,
in its sole discretion, may continue to prosecute or maintain such Brown Limited Field Patents in such country at
BURF's expense. If such country is a Major Market Country and BURF does so prosecute the Brown Limited
Field Patents, the licenses granted to Licensee under Section 2.1 shall terminate in such country with respect to
any Brown Limited Field Patents issuing in such country as a result of such prosecution.

(f) Each Party shall, and shall cause its Affiliates, employees, attorneys and agents to, cooperate fully with the
other Parties and provide all information and data and execute any documents reasonably required or requested
in order to allow the other Party(ies) to prepare, prosecute, file, and maintain patents and patent applications
pursuant to this Section 4.1 for no additional compensation.

(g) Reimbursement to be made to BURF by Licensee pursuant to this
Section 4.1 will be made pursuant to invoices submitted by BURF to Licensee no more often than once per
calendar quarter. Payment shall be due within 30 days after Licensee receives such an invoice from BURF. Each
invoice must be accompanied by supporting documentation sufficiently demonstrating the expense so incurred.

4.2. Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in
writing, the Parties agree that, for the term of this Agreement and for five years thereafter, each Party (the
"Receiving Party") receiving any Confidential Information of any other Party hereunder (the "Disclosing Party")
that is disclosed in writing and marked as "Confidential ," "Proprietary" or the substantial equivalent thereof shall
keep such Confidential Information confidential and shall not publish or otherwise disclose or use such
Confidential Information for any purpose other than as provided for in this Agreement, except for Confidential
Information that the Receiving Party can establish:

(a) was already known by the Receiving Party (other than under an obligation of confidentiality) at the time of
disclosure by the Disclosing Party and the Receiving Party has documentary evidence to that effect;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the
Receiving Party;

(c) became generally available to the public or otherwise part of the public domain after its disclosure or
development, as the case may be, other than through any act or omission of the Receiving Party or any of its
Affiliates;

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         12
(d) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who
had no obligation to the Disclosing Party not to disclose such information to others; or

(e) was independently discovered or developed by or on behalf of the Receiving Party without the use of any
Confidential Information belonging to the Disclosing Party and the Receiving Party has documentary evidence to
that effect.

Notwithstanding the foregoing, each Party may disclose Confidential Information belonging to another Party to
the extent such disclosure is reasonably necessary to file or prosecute patent applications as contemplated by this
Agreement, to prosecute or defend litigation, to exercise its rights hereunder, and to comply with applicable
governmental laws and regulations. In the event a Party shall deem it reasonably necessary to disclose
Confidential Information belonging to another Party pursuant to this Section 4.2, the Disclosing Party shall to the
extent possible give reasonable advance written notice of such disclosure to the other Party and take reasonable
measures to ensure confidential treatment of such information.

4.3. Enforcement of Intellectual Property Rights.

(a) If any Party becomes aware of any infringement, anywhere in the world, of any issued patent within the
Licensed Patents, such Party will notify the other Parties in writing to that effect.

(b) If a Third Party is infringing or appears to be infringing any of the Licensed Patents in the Licensed Field,
Licensee shall have the initial right, at its own expense, to take action to obtain a discontinuance of infringement or
bring suit against such Third Party infringer and to join each Licensor as a party plaintiff (to the extent such
Licensor holds rights in such Licensed Patents); provided that if required by law, M.I.T. shall permit any action
under this Section to be brought in its name, including being joined as a party-plaintiff, and further provided that
Licensee shall hold M.I.T. harmless from, and indemnify M.I.T. against, any costs, expenses, or liability that
M.I.T. incurs in connection with such action. Prior to commencing any such action relating to infringement of the
M.I.T. Collaboration Licensed Patents, Licensee shall consult with M.I.T. and shall consider the views of M.I.T.
regarding the advisability of the proposed action and its effect on the public interest. Licensee shall not enter into
any settlement, consent judgment, or other voluntary final disposition of any infringement action relating to
infringement of the M.I.T. Collaboration Licensed Patents under this Section without the prior written consent of
M.I.T. Such right of Licensee shall remain in effect until 90 days after the date notice is given under Section 4.31
(a). If, after the expiration of the 90-day period, Licensee has not obtained a discontinuance of infringement of the
Licensed Patents, filed suit against any such Third Party infringer of the Licensed Patents, or provided the
Licensors' Agent with information and arguments demonstrating to the Agent's reasonable satisfaction that there is
insufficient basis for the allegation of such infringement of the Licensed Patents, then the Agent shall have the right,
but not the obligation, to bring suit against such Third Party infringer of the Licensed Patents, provided that the
Agent shall bear all the expenses of such suit.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          13
If a Third Party is infringing or appears to be infringing any of the Licensed Patents outside of the Licensed Field,
the Licensors' Agent retains the initial right to take action to obtain a discontinuance of infringement or bring suit
against such Third Party infringer. If the Agent fails to take such action or bring such suit within 90 days after the
date notice is given under Section 4.3(a), Licensee shall have the right, but not the obligation, to take such action
or bring such suit (subject to the same terms and conditions as apply to other actions and suits initiated by
Licensee under this Section 4.3(b)) if the alleged infringement could have an adverse effect on Licensee's rights
under this Agreement or the development or commercialization of Licensed Products.

(c) Licensee shall not consent to the entry of any judgment or enter into any settlement with respect to such
proceedings without the prior written consent of the Licensors' Agent (which consent shall not unreasonably be
withheld or delayed). Neither Licensors' Agent nor any Licensor shall consent to the entry of any judgment or
enter into any settlement with respect to such proceedings without the prior written consent of Licensee (which
consent shall not unreasonably be withheld or delayed).

(d) The Party initiating any suit or action for infringement of the Licensed Patents against a Third Party in
accordance with this Section 4.3 (the "Initiating Party") shall have sole control of such proceedings; provided,
however, that each Party shall have the right to consult with the Initiating Party and to participate in and be
represented by independent counsel in such litigation at its own expense. Each Party shall cooperate with the
Initiating Party in any such suit or action (including by executing any documents required to enable the Initiating
Party to initiate such litigation). The Initiating Party shall bear the reasonable expenses (excluding legal fees and
expenses) incurred by the other Parties in providing assistance and cooperation as is requested by the Initiating
Party; provided, however, that Licensee may set-off against any royalty payment or payments owed under this
Agreement its reasonable out-of-pocket expenses, including reasonable legal fees and expenses, incurred in
connection with any such proceeding that Licensee initiates; provided, further, however that no such royalty
payment shall be reduced by more than * * * by any such offset.

(e) The Initiating Party shall incur no liability to the other Parties as a consequence of any unfavorable decision
resulting from any action or suit initiated pursuant to this Section 4.3, including any decision holding any of the
Licensed Patents invalid or unenforceable.

(f) Any recovery obtained by any Party as a result of any such proceeding against a Third Party infringer shall be
applied as follows:
(i) first to reimbursement of the unreimbursed legal fees and expenses incurred by the Initiating Party; (ii) second
to the reimbursement of the unreimbursed legal fees and expenses incurred by the other Parties; (iii) third to the
payment to the Licensors' Agent of any amounts that were set-off against royalty payments pursuant to Section
4.3(d); and (iv) then the remainder shall be divided by Licensors and Licensee as follows:

(i) If the remaining amount awarded is calculated with respect to lost profits, Licensee shall receive an amount
equal to the damages which it has been determined that

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          14
Licensee has suffered as a result of the infringement, less the amount of any royalties or other payments that
would have been due to Licensors had Licensee made the Net Sales that would have resulted in such profits, and
the Licensors' Agent shall receive an amount equal to such deducted royalties or other payments; and

(ii) If the remaining amount awarded is calculated other than with respect to lost profits, sixty-seven percent
(67%) of such amount shall be awarded to the Initiating Party and thirty-three percent (33%) to the other Party
(ies) (Licensee or the Licensors' Agent (on behalf of the Licensors), as the case may be).

5. OPERATIONS UNDER THE LICENSE

5.1. Due Diligence.

(a) Obligation with Respect to Brown Licensed Patents. Licensee shall use commercially reasonable efforts to
commercialize the Brown Licensed Patents. If BURF believes that Licensee has failed to comply with its due
diligence obligations under this Section 5.1(a), Licensee shall (i) within 60 days of Licensee's receipt of written
notice of such failure, provide to BURF a commercially reasonable plan to remedy such failure and (ii) cure such
failure in accordance with such plan within the time provided for under such plan.

(b) Obligation with Respect to M.I.T. Collaboration Licensed Patents. Licensee shall use commercially
reasonable efforts to commercialize the M.I.T. Collaboration Licensed Patents. If M.I.T. believes that Licensee
has failed to comply with its due diligence obligations under the first sentence of this Section 5.1(b), Licensee shall
(i) within 60 days of Licensee's receipt of written notice of such failure, provide to M.I.T. a commercially
reasonable plan to remedy such failure and (ii) cure such failure in accordance with such plan within the time
provided for under such plan. In addition:

(i) If Licensee (or its Affiliate or Sublicensee, as the case may be) fails to develop a working prototype using
technology covered by the M.I.T. Collaboration Licensed Patents before December 31, 2004, M.I.T. may, on
or after such date, terminate the license granted by M.I.T. pursuant to Section 2.1(y) and the license to BURF's
interest in the M.I.T. Collaboration Licensed Patents granted by BURF pursuant to Section 2.1(x) by giving
written notice to Licensee, such termination to be effective as of the date of Licensee's receipt of such notice.

(ii) If the first commercial sale of a Licensed Product using technology covered by the M.I.T. Collaboration
Licensed Patents does not occur before * * *, M.I.T. may, on or after such date, terminate the license granted
by M.I.T. pursuant to Section 2.1(y) and the license to BURF's interest in the M.I.T. Collaboration Licensed
Patents granted by BURF pursuant to Section 2.1(x) by giving written notice to Licensee, such termination to be
effective as of the date of Licensee's receipt of such notice; provided, however, that M.I.T. shall extend this
deadline to * * * upon Licensee documenting to M.I.T. that Licensee (or its Affiliate or Sublicensee(s), as the
case may be) will commit the equivalent of two employees to work full time in an attempt to achieve such goal by
* * *; provided, further, however, that in the event that the deadline is extended and the first commercial sale of a
Licensed Product using technology covered by the M.I.T. Collaboration

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          15
Licensed Patents does not occur before the extended deadline of * * *, but Licensee can show that it has been
commercially diligent in attempting to achieve such goal before the extended deadline, M.I.T. shall enter into
good faith negotiations with Licensee to extend the deadline further, provided that any such further extension shall
be solely at M.I.T.'s discretion

(iii) If (A) the amount of Net Sales of Licensed Products using technology covered by the M.I.T. Collaboration
Licensed Patents does not equal or exceed * * * in the calendar year * * * or (B) the amount of Net Sales of
Licensed Products using technology covered by the M.I.T. Collaboration Licensed Patents does not equal or
exceed *
* * in any calendar year thereafter, M.I.T. may, on or after such date, terminate the license granted by M.I.T.
pursuant to Section 2.1(y) and the license to BURF's interest in the M.I.T. Collaboration Licensed Patents
granted by BURF pursuant to Section 2.1(x) by giving written notice to Licensee, such termination to be effective
as of December 31 of the year in which such notice is given; provided, however, that M.I.T. shall extend the
deadline for satisfaction of the goal set forth in clause (A), from calendar year
* * *to calendar year * * *, upon Licensee documenting to M.I.T. that Licensee (or its Affiliates or Sublicensees,
as the case may be) will commit the equivalent of two employees to work full time in an attempt to achieve such
goal during calendar year * * *; provided, further, however, that in the event that the deadline is extended and
such goal is not satisfied in the calendar year * * *, but Licensee can show that it has been commercially diligent
in attempting to achieve such goal before the extended deadline, M.I.T. shall enter into good faith negotiations
with Licensee to extend the deadline further, provided that any such further extension shall be solely at M.I.T.'s
discretion.

(c) Reports. Licensee shall provide to BURF and M.I.T. at least once per year a written report of its activities
and efforts toward commercialization of the applicable Licensed Patents in sufficient detail to allow the Licensors
to monitor Licensee's compliance with the provisions of this Section 5.1. Licensee shall also provide written
notice to BURF and M.I.T., as soon as practicable after each of the deadlines set forth in Section 5.1(b), stating
whether or not the applicable goal set forth in Section 5.1(b) has been satisfied by such deadline, together with
reasonable supporting documentation.

5.2. Compliance with Law. Licensee shall comply with and shall insure that any Sublicensee complies with all
government statutes and regulations that relate to Licensed Products, including, but not limited to, FDA statutes
and regulations and the Export Administration Act of 1979 (50 App. U.S.C. Section 2401 et. seq.), as
amended, and the regulations promulgated thereunder, and any applicable similar laws and regulations of any
other country. Without limiting the generality of the foregoing, Licensee agrees that all Licensed Products used or
sold in the United States shall be manufactured substantially in the United States to the extent required by and in
compliance with the Federal Patent Policy.

5.3. Marking. Licensee shall cause all Licensed Products sold in the United States to be marked with all
applicable U.S. Patent Numbers, to the full extent required by United States law.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        16
Licensee shall similarly cause all Licensed Products shipped to or sold in any other country to be marked in such
a manner as to conform with the patent laws and practice of such country.

6. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER

6.1. Representations and Warranties.

(a) Licensee hereby represents and warrants to BURF and M.I.T. as follows:

(i) Licensee is a corporation duly organized and validly existing under the laws of the State of Delaware.

(ii) Licensee has the corporate power and authority to execute and deliver this Agreement and to perform its
obligations hereunder, and the execution, delivery and performance of this Agreement by Licensee has been duly
authorized by all requisite corporate action on the part of Licensee.

(b) BURF hereby represents and warrants to Licensee as follows:

(i) BURF has the corporate power and authority to execute and deliver this Agreement, to grant the licenses
granted by it hereunder to Licensee and to perform its other obligations hereunder, and the execution, delivery
and performance of this Agreement by BURF has been duly authorized by all requisite corporate action on the
part of BURF.

(ii) As of the Effective Date, BURF is the sole owner of the Brown Licensed Patents and is the joint owner, with
M.I.T., of the M.I.T. Collaboration Licensed Patents. As of the Effective Date, BURF has not granted licenses
or other rights under BURF's interests to practice any of the Brown Licensed Patents, the M.I.T. Collaboration
Licensed Patents or the Licensed Data to any other Person.

(iii) As of the Effective Date, BURF has received no notice of infringement or notice of any pending claim with
respect to any of the Brown Licensed Patents, the M.I.T. Collaboration Licensed Patents or the Licensed Data.

(c) M.I.T. hereby represents and warrants to Licensee as follows:

(i) As of the Effective Date, the M.I.T. Technology Licensing Office has not granted a license to any other Person
under M.I.T.'s interests in the patent application known as M.I.T. case number * * *.

6.2. Warranty Disclaimers

(a) EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, BURF AND
M.I.T. MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE
LICENSED PATENTS OR LICENSED DATA, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT,

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        17
VALIDITY OF LICENSED PATENT CLAIMS, WHETHER ISSUED OR PENDING, AND THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically,
and not to limit the foregoing, BURF and M.I.T. make no warranty or representation (i) regarding the validity or
scope of the Licensed Patents, or (ii) that the exploitation of the Licensed Patents or Licensed Data or any
Licensed Product will not infringe any patents or other intellectual property rights of a Third Party. IN NO
EVENT SHALL M.I.T., BURF, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR
AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS,
REGARDLESS OF WHETHER M.I.T. OR BURF SHALL BE ADVISED, SHALL HAVE OTHER
REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

(b) BURF acknowledges and agrees that nothing in this Agreement shall be construed as representing an estimate
or projection of either (a) the number of Licensed Products that will or may be successfully developed or
commercialized or (b) anticipated sales or the actual value of any Licensed Product and that the figures set forth
in this Agreement or that have otherwise been discussed by the Parties are merely intended to define Licensee's
royalty obligations to the Licensors in the event such sales performance is achieved. LICENSEE MAKES NO
REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT IT WILL BE ABLE TO
SUCCESSFULLY DEVELOP OR COMMERCIALIZE ANY LICENSED PRODUCT OR, IF
COMMERCIALIZED, THAT IT WILL ACHIEVE ANY PARTICULAR SALES LEVEL OF SUCH
LICENSED PRODUCT(S). Notwithstanding the foregoing, M.I.T. shall be entitled to terminate this Agreement
pursuant to Section 8.2.

7. INDEMNIFICATION; INSURANCE

7.1 Indemnification.

(a) Indemnity. Licensee shall indemnify, defend, and hold harmless M.I.T., BURF and their trustees, directors,
officers, faculty, students, employees, and agents and their respective successors, heirs and assigns (the
"Indemnitees"), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses)
incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, actions, demands or
judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or
strict liability and regardless of whether such action has any factual basis) concerning any product, process, or
service that is made, used, sold, imported, or performed pursuant to any right or license granted to Licensee
under this Agreement.

(b) Procedures. M.I.T. and BURF shall provide Licensee with prompt written notice of any claim, suit, action,
demand, or judgment for which indemnification is sought under this Agreement. Licensee agrees, at its own
expense, to provide attorneys reasonably acceptable to M.I.T. and BURF to defend against any such claim. The
Indemnitees shall cooperate fully with Licensee in such defense and will permit Licensee to conduct and control
such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal,
and settlement); provided, however, that any Indemnitee shall

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           18
have the right to retain its own counsel, at the expense of Licensee, if the named parties to such proceeding
(including any impleaded parties) include both Licensee and the Indemnitee and representation of such
Indemnitee by the counsel retained by Licensee would be inappropriate because of actual or potential differences
in the interests of such Indemnitee and Licensee. Licensee agrees to keep M.I.T. and BURF informed of the
progress in the defense and disposition of such claim and to consult with M.I.T. and BURF with regard to any
proposed settlement.

7.2. Insurance. On and after the date on which the first clinical trial of a Licensed Product commences, Licensee
shall obtain and carry in full force and effect commercial general liability insurance, including product liability and
errors and omissions insurance, which shall protect Licensee and Indemnitees with respect to events described in
Section 7.1(a). Such insurance (i) shall list M.I.T. and BURF as additional insureds thereunder, (ii) shall be
endorsed to include product liability coverage, and (iii) shall require thirty (30) days written notice to be given to
M.I.T. and BURF prior to any cancellation or material change thereof. The limits of such insurance shall be
reasonably consistent with industry practice. In the alternative, Licensee may self-insure subject to prior approval
of the Licensors' Agent. Licensee shall provide the Agent with Certificates of Insurance evidencing compliance
with this Section
7.2. Licensee shall continue to maintain such insurance or self-insurance after the expiration or termination of this
Agreement during any period in which Licensee or any Affiliate or Sublicensee continues to make, use, or sell a
product that was a Licensed Product under this Agreement and thereafter for a period of five years.

8. TERM AND TERMINATION

8.1. Term. The term of this Agreement shall commence on the Effective Date and shall extend until * * *.

8.2. Termination by Licensors.

(a) Nonpayment. In the event Licensee fails to pay any amounts due and payable to Licensor hereunder, and fails
to make such payments within 30 days after receiving written notice of such failure, the Licensors' Agent (on
behalf of the Licensors) may terminate this Agreement immediately upon written notice to Licensee.

(b) Due Diligence. In the event Licensee fails to comply with its due diligence obligations under Section 5.1(a) or
Section 5.1(b) and fails to cure such failure as provided in Section 5.1, the Licensors' Agent (on behalf of the
Licensors) may terminate this Agreement immediately upon written notice to Licensee.

(c) Material Breach. In the event Licensee commits a material breach of its obligations under this Agreement,
except for a breach described in
Section 8.2(a) or 8.2(b), and fails to cure that breach within 60 days after receiving written notice thereof, the
Licensors' Agent (on behalf of the Licensors) may terminate this Agreement immediately upon written notice to
Licensee.

8.3. Termination by Licensee. Licensee shall have the right to terminate this Agreement at any time by giving
written notice to the Licensors' Agent.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          19
8.4. Effect of Termination.

(a) Upon termination of this Agreement for any reason, nothing herein shall be construed to release any Party
from any obligation that matured prior to the effective date of such termination.

(b) The provisions of Sections 1 (Definitions), 3.1(c)(ii) (Royalty Reports and Payments, with respect to final
report and payment), 3.2 (Records), 4.2 (Confidential Information), 5.2 (Compliance with Law), 6.2 (Warranty
Disclaimer), 7.1 (Indemnification), 7.2 (Insurance), 8.4 (Effect of Termination), 9 (Dispute Resolution), 3.1(d)
(Equity), 10 (Licensors' Agent), 11.4 (Governing Law) and 11.9 (Limitation of Liability) shall survive termination
or expiration of this Agreement.

(c) Licensee and its Sublicensees may, after termination of this Agreement, sell all Licensed Products that are in
inventory at the time of termination and complete and sell Licensed Products that Licensee can demonstrate were
in the process of manufacture at the time of such termination; provided, however, that Licensee shall pay to the
Licensors' Agent any running royalties due on the sale of such Licensed Products and shall submit reports in
accordance with the terms of this Agreement.

(d) Upon reasonable request, BURF shall confirm the terms of any sublicenses granted by Licensee to Third
Parties pursuant to the terms of this Agreement; provided, however, that (i) BURF shall have no obligation to
agree to perform any obligations of or satisfy any liabilities of Licensee under such sublicenses; and (ii) each such
Sublicensee shall enter into an agreement directly with BURF on substantially the same terms and conditions as
this Agreement with respect to the sublicensed rights (other than the M.I.T. Collaboration Licensed Patents),
including without limitation substantially the same terms with respect to payment of royalties on the Net Sales of
Licensed Products.

9. DISPUTE RESOLUTION

9.1. Mediation. In the event any dispute arising out of or relating to this Agreement remains unresolved within 60
days from the date the affected Party informed the other Parties of such dispute, any Party may initiate mediation
upon written notice to the other Parties ("Mediation Notice Date"), whereupon all Parties shall be obligated to
engage in a mediation proceeding under the then-current Center for Public Resources ("CPR") Mediation
Procedure for Business Disputes (available at http://www.cpradr.org), except that specific provisions of this
Section shall override any inconsistent provisions of the CPR Mediation Procedure. The mediator will be selected
from the CPR Panels of Neutrals. If the Parties cannot agree upon the selection of a mediator within 15 business
days after the Mediation Notice Date, then, upon the request of any Party, the CPR shall appoint the mediator.
The Parties shall attempt to resolve the dispute through mediation until the first of the following occurs: (i) the
Parties reach a written settlement; (ii) the mediator notifies the Parties in writing that they have reached an
impasse; (iii) the Parties agree in writing that they have reached an impasse; or (iv) the Parties have not reached a
settlement within 60 days after the Mediation Notice Date. Nothing in this
Section 9.1 shall prevent any Party from seeking a preaward attachment of assets or preliminary relief to enforce
intellectual property

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         20
rights or confidentiality obligations under this Agreement in a court of competent jurisdiction prior to resolution of
the dispute through mediation.

9.2. Trial Without Jury. If the Parties fail to resolve the dispute through mediation, or if no Party elects to initiate
mediation, each Party shall have the right to pursue any other remedies legally available to resolve the dispute;
provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this
Section.

10. LICENSORS' AGENT

10.1. [Reserved.]

10.2. Licensee to Pay Agent. Licensee shall be fully protected in making all payments due under this Agreement
to BURF. All royalty payments and other payments or consideration made or delivered by Licensee pursuant to
this Agreement shall, as a matter of convenience, be made by Licensee to BURF. BURF shall be responsible for
the allocation and payment or delivery of such amounts to each Licensor, pursuant to terms of the Brown -
M.I.T. Agreement. Licensee shall have no obligation or liability with respect to the allocation of royalty payments
or other payments or consideration between M.I.T. and BURF or with respect to any other obligations or
liabilities of either M.I.T. or BURF to the other Licensor, whether arising under this Agreement or any other
separate agreement between BURF and M.I.T.

10.3. Amendments, Consents, Waivers. Except as otherwise set forth herein, the Agent may take or refrain from
taking any action under this Agreement, including giving its written consent to any modification of or amendment
to and waiving in writing compliance with any covenant or condition in this Agreement or any breach, all of which
actions shall be binding upon each of the Licensors; provided, however, that, without the written consent of
M.I.T.:

(a) No reduction shall be made in the amounts payable pursuant to
Section 3.1.

(b) No amendment to or modification of, or waiver with respect to,
Section 5.1(b) (relating to obligations with respect to M.I.T. Collaboration Licensed Patents) shall be made.

(c) No amendment to or modification of Schedule 1.14 with respect to M.I.T. Collaboration Licensed Patents
shall be made.

(d) No amendment to or modification of this Section 10.3 shall be made.

11. GENERAL

11.1. Assignment. This Agreement shall be binding upon and shall inure to the benefit of each Party and each
Party's respective transferees, successors and assigns, provided, however, that no Party shall have the right to
assign this Agreement or its rights and obligations hereunder to any other Person without the prior written consent
of the other Parties, except as expressly provided in this Section. Each Party may assign or otherwise transfer this
Agreement and the licenses granted hereby and the rights acquired by it hereunder without such consent in
connection with a sale or other transfer of such Party's entire business or that part of such Party's business to
which the licenses granted hereby relates, provided, in all such cases, that any such assignee or transferee has
agreed in writing to be bound by the terms and provisions of this Agreement or is so bound by operation of law.
Any purported assignment in violation of the provisions of this paragraph

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           21
shall be null and void.

11.2. Entire Agreement; Amendments. This Agreement, together with all schedules, exhibits and attachments
hereto, constitute the entire understanding of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous understandings and agreements, whether written or oral. All schedules, exhibits
and attachments hereto are hereby incorporated into this Agreement by reference. No amendment, modification
or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by
each Party.

11.3. Notices. Any notice, communication or payment required or permitted to be given or made hereunder shall
be in writing and, except as otherwise expressly provided in this agreement, shall be deemed given or made and
effective (i) when delivered personally; or (ii) when delivered by telex or telecopy (if not a payment); or (iii) when
received if sent by overnight express or mailed by certified, registered or regular mail, postage prepaid,
addressed to parties at their address stated below, or to such other address as such party may designate by
written notice in accordance with the provisions of this
Section 11.3.

                             If to BURF or to Licensors (through Licensors' Agent):

                                         Brown University Research Foundation
                                            Box 1949 or 42 Charlesfield St.
                                           Providence, Rhode Island 02886
                                                   Attn: President.

If to M.I.T., all matters relating to the license:

Technology Licensing Office, Room NE25-230 Massachusetts Institute of Technology 77 Massachusetts
Avenue Cambridge, MA 02139-4307 Attention: Director Tel: 617-253-6966 Fax: 617-258-6790

If to M.I.T., relating to
any equity action after the initial issuance of shares:

Massachusetts Institute of Technology Treasurer's Office 238 Main Street Cambridge, MA 02142 Attention:
Phillips B. Moore Tel: 617-253-5422 Fax: 617-258-6676

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          22
                           Licensee:                  Cyberkinetics, Inc.
                                                      109 Hazard Avenue
                                                      Providence, Rhode Island 02906
                                                      Attn: President

                           With a copy to:            Ropes & Gray
                                                      One International Place
                                                      Boston, MA 02110
                                                      Attn: Geoffrey B. Davis, Esq.
                                                      Telecopier: 617-951-7050




11.4. Governing Law. This Agreement shall be construed and enforced in accordance with the domestic
substantive laws of the State of Rhode Island without regard to any choice or conflict of laws rule or principle that
would result in the application of the domestic substantive law of any other jurisdiction other than (i) United States
federal law, to the extent applicable and (ii) in regard to any question affecting the construction or effect of any
patent, the law of the jurisdiction under which such patent is granted.

11.5. Headings. Headings included herein are for convenience only, and shall not be used to construe this
Agreement.

11.6. Independent Contractors. For the purposes of this Agreement and all services to be provided hereunder,
each shall be, and shall be deemed to be, an independent contractor and not an agent, partner, joint venturer or
employee of the other party. No Party shall have authority to make any statements, representations or
commitments of any kind, or to take any action which shall be binding on any other Party, except as may be
explicitly provided for herein or authorized in writing.

11.7. Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be
void, invalid or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not
so conformable, so as not to affect the validity or enforceability of this Agreement.

11.8. No Waiver. No provision of the Agreement shall be waived by any act, omission or knowledge of a Party
or its agents or employees except by an instrument in writing expressly waiving such provision and signed by the
waiving Party.

11.9. [Reserved.]

11.10. Force Majeure. No Party shall be liable to the other Parties for delay or failure in the performance of the
obligations on its part contained in this Agreement if and to the extent that such failure or delay is due to
circumstances beyond its control that it could not have avoided by the exercise of reasonable diligence. It shall
notify the other Parties promptly in the event such circumstances arise, giving an indication of the likely extent and
duration thereof, and shall use all commercially reasonable efforts to resume performance of its obligations as
soon as practicable; provided, however, that no Party shall be required to settle any labor dispute or disturbance.

11.11. Counterparts. This Agreement may be executed in any number of counterparts,

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         23
each of which shall constitute an original document, but all of which shall constitute the same agreement.

[Signature pages follow.]

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        24
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first set forth above.

           BROWN UNIVERSITY                               CYBERKINETICS, INC.
           RESEARCH FOUNDATION

           By:_______________________________             By:___________________________________

           Name:_____________________________             Name:_________________________________

           Title:____________________________             Title:________________________________

           MASSACHUSETTS INSTITUTE OF TECHNOLOGY

           By:___________________________________

           Name:_________________________________




Title:________________________________

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                       25
                                                  EXHIBIT 10.6

                                   EXCLUSIVE LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made and entered into as of this 28th day of August, 2002 (the "Effective
Date") by and between EMORY UNIVERSITY, a non-profit Georgia corporation with offices located at 1380
South Oxford Road, N.E., Atlanta, Georgia 30322 (hereinafter referred to as "EMORY"), and
CYBERKINETICS, INC., a for-profit Delaware corporation with offices located at 109 Hazard Avenue,
Providence, RI 02906 (hereinafter referred to as "CYBERKINETICS").

                                                 WITNESSETH

WHEREAS, EMORY is the assignee of all right, title, and interest in certain inventions developed by an
employee of EMORY and is responsible for the protection and commercial development of such inventions; and

WHEREAS, Donald R. Humphrey, Ph.D., is an employee of EMORY and is named as sole inventor (hereafter
referred to as the "Inventor") in United States Patent No. * * * for * * *, and

WHEREAS, CYBERKINETICS has the necessary expertise and will, as appropriate, acquire the resources
reasonably necessary to fully develop, obtain approval for, and market products based upon the inventions
claimed in the above-referenced patent and the know-how not covered by the patent and licensed hereunder;
and

WHEREAS, EMORY wants to have such inventions developed, commercialized, and made available for use by
the public; and

WHEREAS, EMORY and CYBERKINETICS entered into that certain "Terms for EMORY-
CYBERKINETICS License Agreement" dated July 11, 2002 whereby EMORY and CYBERKINETICS
agreed to close the license between EMORY and CYBERKINETICS and a stock purchase between EMORY
and CYBERKINETICS for CYBERKINETICS to issue a certain amount of its equity to EMORY based on the
terms agreed upon therein; and

WHEREAS, EMORY desires to grant, and CYBERKINETICS desires to receive, an exclusive, worldwide
license to make, have made, import, use, offer to sell and sell products based on or incorporating the inventions;

NOW, THEREFORE, for and in consideration of the mutual covenants and the premises herein contained, the
parties, intending to be legally bound, hereby agree as follows.

                                         ARTICLE 1. DEFINITIONS

The following terms as used herein shall have the following meaning:

1.1 "Affiliate" shall mean any corporation or non-corporate business entity, which controls, is controlled by, or is
under common control with a party to this Agreement. A corporation or non-corporate business entity shall be
regarded as in control of another corporation if it owns, or

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission
directly or indirectly controls, at least fifty (50%) percent of the voting stock of the other corporation, or (i) in the
absence of the ownership of at least fifty (50%) percent of the voting stock of a corporation or (ii) in the case of a
non-corporate business entity, or non-profit corporation, if it possesses, directly or indirectly, the power to direct
or cause the direction of the management and policies of such corporation or non-corporate business entity, as
applicable.

1.2. "Agreement" or "License Agreement" shall mean this Agreement, including all APPENDICES attached to
this Agreement.

1.3. "Dollars" shall mean United States dollars.

1.4 "EMORY" shall mean EMORY University.

1.5. "FDA" shall mean (a) the United States Food and Drug Administration or successor entity thereto, and (b)
any other foreign agency or commission performing comparable functions where specifically specified in this
Agreement.

1.6. "Field of Use" shall mean all fields.

1.7. "Indemnitees" shall mean EMORY, its directors, employees and students, and their heirs, executors,
administrators, successors and legal representatives.

1.8. "Licensed Know-How" shall mean all technical information and data, other than the Licensed Patents,
whether or not presently known or learned, invented, or developed by the Inventor or any employees of
EMORY working under the Inventor's direct supervision, prior to the date of this agreement and while they were
under a duty to assign intellectual property rights to EMORY, to the extent that (a) such technical information and
data are useful for the manufacture, use, importation, offer for sale or sale of any Licensed Product;
(b) EMORY possesses the right to license the use of such information and data to CYBERKINETICS for
commercial purposes without incurring financial or other non-contingent, material obligations to any third party
and without breaching any obligations of confidentiality with any such party; and (c) such information and data is
not presently owned by CYBERKINETICS and does not in the future become publicly known other than
through disclosure by CYBERKINETICS.

1.9. "Licensed Patents" shall mean U.S. Patent No. * * * for "* * *" Issued * * *, together with any and all
substitutions, extensions, divisional, continuations, continuations-in-part, which issue thereon anywhere in the
world, including reexamined and reissued patents and any extension of the term of any such patent (including
supplementary protection certificates) and all corresponding foreign equivalents.

1.10. "Licensed Products" shall mean any products, the manufacture, use, importation, offer for sale or sale of
which incorporate Licensed Technology, or which would, absent the licenses granted in this Agreement, infringe
any Valid Claim included in any Licensed Patent.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           2
1.11. "Licensed Technology" shall mean the Licensed Patents and the Licensed Know-How

1.12. "Licensed Territory" shall mean the world.

1.13. "Net Sales" shall mean gross amounts invoiced for "End Sales" (as defined below) of a Licensed Product
less the sum of (i) trade, quantity and cash discounts actually allowed or paid, (ii) refunds, rebates, chargebacks,
retroactive price adjustments (including Medicaid, managed care and similar types of rebates) and service
allowances, (iii) credits or allowances given or made for rejections or returns of previously sold products or for
wastage replacement actually taken or allowed, (iv) taxes, duties or other governmental charges levied on or
measured by the billing amount, as adjusted for rebates and refunds, and (v) charges for shipping, freight and
insurance directly related to the distribution of the Licensed Product (excluding amounts reimbursed by third party
customers). End Sales shall mean all sales of any Licensed Product by CYBERKINETICS, its Affiliates, or its
Sublicensees other than sales ("Excluded Sales") to CYBERKINETICS, an Affiliate or a Sublicensee, provided,
however, that End Sales shall include the sale of any Licensed Product to CYBERKINETICS, an Affiliate or a
Sublicensee where the purchaser of such Licensed Product is the ultimate end-user of such Licensed Product and
such Licensed Product is used by such purchaser for commercial purposes to generate revenue from one or more
third parties, as opposed to use for research, development, manufacturing, quality control, testing or similar uses
in connection with the development or commercialization of any Licensed Product. Sales of a Licensed Product
for use in conducting clinical trials of such Licensed Product in a country of the Licensed Territory in order to
obtain regulatory approval of such Licensed Product in such country shall be included in Net Sales calculations
only to the extent that the amount included in such Net Sales exceeds the fully loaded cost incurred by the party
supplying such Licensed Product to supply such Licensed Product.

If a Licensed Product (a) consists of both (i) components causing such product to be a Licensed Product and (ii)
other components. or (b) is sold together with one or more other products for a single invoiced price (e.g., where
a product is a medical device comprised of one component that is Licensed Product and other components that
are not Licensed Products, or where a medical device that is a Licensed Product is packaged for sale with a
second medical device that is not a Licensed Product) (each, a "Combination Sale"), the Net Sales for such
Licensed Product shall be the portion of such Combination Sale properly allocable to such Licensed Product,
determined as follows.

Except as provided below, the Net Sales for a Licensed Product sold in such a Combination Sale shall equal the
gross amount invoiced for sale of the Licensed Product and any and all other products or components, as the
case may be, included in such Combination Sale, reduced by the adjustments specified above in the definition of
Net Sales (the "Net Combination Sale Amount"), multiplied by the fraction A/(A+B), where:

***
In the event that CYBERKINETICS, its Affiliate or Sublicensee, as applicable, separately sells the Licensed
Product included in a Combination Sale in a country, but does not separately sell

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         3
all of the other products or
components, as the case may be, included in such Combination Sale in such country, the calculation of "Net Sale"
resulting from such Combination Sale shall be determined by multiplying the Net Combination Sale Amount by
the fraction A/C where:

***
In the event that CYBERKINETICS, its Affiliate or Sublicensee, as applicable, does not separately sell the
Licensed Product contained in a Combination Sale in the country where such Combination Sale occurs, but does
separately sell all of the other products or components, as the case may be, included in the Combination Sale in
such country, the calculation of Net Sales resulting from such Combination Sale shall be determined by
multiplying the Net Combination Sale Amount by the fraction (C-D)/C, where:

***

Where the calculation of Net Sales resulting from a Combination Sale in a country cannot be determined by any
of the foregoing methods, the calculation of Net Sales for such Combination Sale shall be * * *.

1.14. "Person" shall mean any natural person or legal entity.

1.15. "Regulatory Approval" or "Regulatory Registration" shall mean, in relation to any Licensed Product, such
approvals by the regulatory authorities in a given country (including pricing approvals) as may be legally required
before such Licensed Products may be commercialized or Sold in such country.

1.16. "Sale" or "Sold" shall mean the sale, lease, transfer, exchange, or other disposition of Licensed Products to
a third party whether by gift or otherwise by CYBERKINETICS, its Affiliates, Sublicensees, distributors or any
third party authorized by CYBERKINETICS to make such sale, transfer, exchange or disposition. Sales of
Licensed Products shall be deemed consummated upon the first to occur of: (a) receipt of payment from the
purchaser; (b) delivery of Licensed Products to the purchaser or a common carrier; (c) release of Licensed
Products from consignment; (d) if deemed Sold by use, when first put to such use; or (e) if otherwise transferred,
exchanged, or disposed of, whether by gift or otherwise, when such transfer, exchange, gift, or other disposition
occurs. Notwithstanding the foregoing definition of Sale, to the extent CYBERKINETICS distributes any
Licensed Product under a treatment trial or other expanded access program at a sales price that exceeds its fully
absorbed cost therefor, such excess shall be deemed to be a Sale for which royalties are payable in accordance
with the other terms hereof.

1.17. "Sublicensee" shall mean any Person to whom CYBERKINETICS grants a sublicense of some or all of the
rights granted to CYBERKINETICS under this Agreement.

1.18. "U.S. 510 (k)" shall mean Article 510 (k) of the Food, Drug and Cosmetic Act also known as Premarket
Notification (PMN), corresponding application or its equivalent.

1.19. "U.S. IDE" shall mean Investigational Device Exemption, corresponding applications or its equivalent.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         4
1.20. "U.S. Government Licenses" shall mean the non-exclusive license to the U.S. Government directly, or
acting through one of its recognized agencies.

1.21. "Valid Claim" shall mean an issued claim of any unexpired patent or claim of any pending patent application
included among the Licensed Patents, which has not been held unenforceable, unpatentable or invalid by a
decision of a court or governmental body of competent jurisdiction, unappealable or unappealed within the time
allowed for appeal, which has not been rendered unenforceable through disclaimer or otherwise, which has not
been donated to the public, and which has not been lost through an interference proceeding.

                                     ARTICLE 2. GRANT OF LICENSE

2.1. License. Subject to the terms and conditions of this Agreement, EMORY hereby grants CYBERKINETICS
and its Affiliates an exclusive, sublicenseable, royalty-bearing license under EMORY's interests and rights in the
Licensed Technology to make, have made, use, import, offer for sale, and sell Licensed Products in the Licensed
Territory and in the Licensed Field during the term of this Agreement.

2.2. Government Rights. The license granted in Article 2.1 above is subject to the U.S. Government Licenses and
other rights retained by the United States in inventions developed by nonprofit institutions with the support of
federal funds. These rights are set forth in 35 USCA Section 201 et seq. and 37 CFR 401 et seq., which may be
amended from time to time by the Congress of the United States or through administrative procedures.

2.3. Retained License. The license granted in Article 2.1 above is further subject to a right and license retained by
EMORY on behalf of itself and its Affiliates to practice the Licensed Technology for EMORY's non-commercial
research and educational purposes only; provided, however, that nothing in this Article 2.3 shall limit in any way
the Inventor's rights under the "research exception" under common law to practice the Licensed Technology
solely for non-commercial research and educational purposes.

2.4. Sublicenses. CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence
obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to
entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within
ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology
in the form of a sublicense without adding value (i.e. without itself having first undertaken further development
activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is
prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall
remain responsible to EMORY for the payment of all fees and royalties due under this Agreement, whether or
not such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall
include in any sublicense granted pursuant to this Agreement a provision requiring the Sublicensee to (i) abide by
the confidentiality obligations herein, (ii) indemnify EMORY and (iii) maintain liability insurance coverage to the
same extent that CYBERKINETICS is so required pursuant to Article 10.3 of this Agreement.
CYBERKINETICS shall not grant any rights to any Sublicensee, which are

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         5
inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a
Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed
to be a breach by such Sublicensee of its sublicense agreement.

If this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination,
automatically become a direct licensee of EMORY with respect to the rights originally sublicensed to it by
CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such
Sublicensee agrees to comply with all of the terms of this Agreement and assumes the responsibilities of
CYBERKINETICS hereunder to the extent applicable from the rights originally sublicensed to it by
CYBERKINETICS.

2.5. No Implied License. The license and rights granted in this Agreement shall not be construed to confer any
rights upon CYBERKINETICS by implication, estoppel, or otherwise as to any technology not specifically
identified in this Agreement as Licensed Patents or Licensed Know-How.

                          ARTICLE 3. ROYALTIES AND OTHER PAYMENTS

3.1. Signing Fee. CYBERKINETICS shall, within thirty (30) days of execution of the License Agreement, pay
EMORY the sum of * * * as a signing fee.

3.2. Running Royalties for Sale of Licensed Products by CYBERKINETICS or its Affiliates or Sublicensees.
CYBERKINETICS or its Affiliates or Sublicensees shall pay EMORY royalty equal to the Applicable
Percentage of Net Sales of Licensed Products by CYBERKINETICS, its Affiliates or Sublicensees in the
Territory. The Applicable Percentage with respect to * * *of such Net Sales in any fiscal year of
CYBERKINETICS shall be * * * and with respect to all additional such Net Sales in any such fiscal year shall
be * * *, subject to adjustment as provided below.

(a) The running royalties payable under this Article 3.2 on any Net Sales of Licensed Products shall be reduced
by * * * of any royalties payable to third parties by CYBERKINETICS, its Affiliates or its Sublicensees on the
same Net Sales of Licensed Products. Absent the written consent of EMORY, the reduction in royalty rates
specified by this subparagraph (a) shall not operate to reduce the running royalty rates payable by
CYBERKINETICS, its Affiliates and its Sublicensees to EMORY during any fiscal year of CYBERKINETICS
to less than* * * of Net Sales of Licensed Products during such fiscal year * *
* in the case of Know-How Only Net Sales (as defined below)).

(b) Licensee's obligation to pay a running royalty on a Licensed Product shall terminate upon the later of (i) * * *
and (ii) * * *.

(c) All royalty payments due to EMORY hereunder shall be subject to any tax withholding required under the
laws of any country, and all payments to EMORY hereunder shall be net of such taxes.

(d) The Applicable Percentage shall be reduced by * * * with respect to any Net Sales with respect to any
Licensed Product in a particular country that is a Licensed Product in such

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         6
country solely because such Licensed Product incorporates Licensed Know-How and is not covered by a Valid
Claim ("Know-How Only Net Sales").

3.3. Milestone Payments. Upon the achievement of each event set forth below, on a Licensed Product-by-
Licensed Product basis, CYBERKINETICS shall pay EMORY the amount indicated below, no later than thirty
(30) days from the occurrence of the indicated event:

                                               Event Milestone

******

******

Once CYBERKINETICS has made a payment under this Article 3.3 upon the occurrence of U.S. IDE
Approval with respect to a particular Licensed Product, CYBERKINETICS will not be obligated to make any
payments under this Article 3.3 with respect to any other U.S. IDE Approval with respect to a Licensed Product
that is substantially similar to such Licensed Product or that represents only an enhanced or improved version of
such Licensed Product. CYBERKINETICS will be obligated to make only one milestone payment under this
Article 3.3 with respect to each * * *, regardless of the number of Licensed Products that are sold * * *.

3.4. Minimum Annual Royalties. Beginning on the * * * anniversary of the Effective Date, on each anniversary of
the Effective Date CYBERKINETICS shall pay EMORY a minimum annual royalty of * * *.
CYBERKINETICS may credit the minimum annual royalty paid under this Article 3.4 against any royalties that
become payable to EMORY under Article 3.2 during the year to which such minimum annual royalty relates.

3.5. Reimbursement for Patent Costs. CYBERKINETICS shall, within fifteen
(15) days of execution of this Agreement, pay EMORY the sum of * * * to reimburse EMORY for costs
incurred by EMORY as of the execution date of the License Agreement in prosecuting and defending the
Licensed Patents.

3.6. Equity. CYBERKINETICS shall issue to EMORY * * * shares of CYBERKINETICS common stock.
The Equity transaction between CYBERKINETICS and EMORY shall be fully specified in a separate Stock
Purchase Agreement made and entered into as of the Effective Date of this Agreement.

                              ARTICLE 4. REPORTS AND ACCOUNTING

4.1. Royalty Reports and Records. During the term of this Agreement, CYBERKINETICS shall furnish, or
cause to be furnished to EMORY, written reports relating to each of CYBERKINETICS, CYBERKINETICS
's Affiliates and Sublicensees fiscal quarters showing:

(i) the gross selling price of all Licensed Products Sold by CYBERKINETICS, its Affiliates and Sublicensees, in
each country of the Licensed Territory

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        7
during the reporting period, together with the calculations of Net Sales in accordance with Article 1.13;

(ii) the royalties payable in Dollars, which shall have accrued hereunder with respect to such reporting period in
respect to such Net Sales;

(iii) the exchange rates, if any, used in determining the royalties payable;

(iv) a summary of all reports provided to CYBERKINETICS by CYBERKINETICS' Sublicensees;

(v) the occurrence of any event triggering a Milestone Payment obligation in accordance with Article 3.3.

Reports shall be made semiannually until the first Sale of a Licensed Product and quarterly thereafter. Semiannual
reports shall be due within thirty (30) days of the close of every second and fourth CYBERKINETICS fiscal
quarter. Quarterly reports shall be due within thirty (30) days of the close of every CYBERKINETICS fiscal
quarter. CYBERKINETICS shall keep accurate records in sufficient detail to enable royalties and other
payments payable hereunder to be determined. CYBERKINETICS shall be responsible for all royalties and late
payments that are due to EMORY that have not been paid by CYBERKINETICS' Affiliates and Sublicensees.
CYBERKINETICS' Sublicensees shall have, and shall be notified by CYBERKINETICS that they have, the
option of making any royalty payment directly to EMORY.

4.2. Right to Audit. EMORY shall have the right, upon prior notice to CYBERKINETICS, not more than once
in each CYBERKINETICS fiscal year, through an independent public accountant selected by EMORY and
acceptable to CYBERKINETICS, which acceptance shall not be unreasonably refused, to have access during
CYBERKINETICS' normal business hours as may be reasonably necessary to verify the accuracy of the royalty
reports required to be furnished by CYBERKINETICS pursuant to Article 5.1 of the Agreement.
CYBERKINETICS shall include in any sublicenses granted pursuant to this Agreement a provision requiring the
Sublicensee to keep and maintain records of Sales made pursuant to such sublicense and to grant access to such
records by EMORY's independent public accountant. If such independent public accountant's report shows any
underpayment of royalties by CYBERKINETICS, its Affiliates or Sublicensees, within thirty (30) days after
CYBERKINETICS' receipt of such report, CYBERKINETICS shall remit or shall cause its Sublicensees to
remit to EMORY:

(i) the amount of such underpayment; and

(ii) if such underpayment exceeds * * * of the total royalties owed for the fiscal year then being reviewed, the
reasonably necessary fees and expenses of such independent public accountant performing the audit. Otherwise,
EMORY's accountant's fees and expenses shall be borne by EMORY. Any overpayment of royalties shall be
fully creditable against future royalties payable in any subsequent royalty periods.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           8
4.3. Confidentiality of Records. All information subject to review under this Article 4 shall be confidential. Except
where otherwise provided by law, EMORY and its accountant shall retain all such information in confidence.

                                            ARTICLE 5. PAYMENTS

5.1. Payment Due Dates. Royalties, sublicense fees and other payments payable to EMORY as a result of
activities occurring during the period covered by each royalty report provided for under Article 4 of this
Agreement shall be due and payable within fifteen (15) days of the date such royalty report is due. Payments of
royalties in whole or in part may be made in advance of such due date. Any payment in excess of one hundred
thousand dollars ($100,000.00) shall be made by wire transfer to an account of EMORY designated by
EMORY from time to time; provided, however, that in the event that EMORY fails to designate such account,
CYBERKINETICS or its Affiliates and Sublicensees may remit payment to EMORY at the address applicable
for the receipt of notices hereunder; providing, further, that any notice by EMORY of such account or change in
such account, shall not be effective until fifteen (15) days after receipt thereof by CYBERKINETICS.

5.2. Currency Restrictions. Except as hereinafter provided in this Article 5.2, all royalties shall be paid in Dollars.
If, at any time, legal restrictions prevent the prompt remittance of part of or all royalties with respect to any
country in the Licensed Territory where Licensed Products are Sold, CYBERKINETICS, its Affiliates or
Sublicensees shall have the right and option to make such payments by depositing the amount thereof in local
currency to EMORY's account in a bank or depository in such country.

5.3. Interest. Royalties and other payments required to be paid by CYBERKINETICS pursuant to this
Agreement shall, if overdue, bear interest at the lesser of (a) * * * or (b) * * * ten percent (10%)* * *. The
payment of such interest shall not foreclose EMORY from exercising any other rights it may have because any
payment is overdue.

                    ARTICLE 6. DEVELOPMENT AND MARKETING PROGRAM

6.1. Diligence Obligations. CYBERKINETICS shall directly, or in collaboration with Affiliates, alliances and
Sublicensees, use commercially reasonable efforts to:

(i) conduct research and development programs relating to the use of Licensed Patents and Licensed Know-
How;

(ii) promptly register Licensed Products with regulatory authorities in the Licensed Territory; and

(iii) market the Licensed Products in accordance with its business plans and objectives.

6.2. Fulfillment; Conversion.

(a) For purposes of this Agreement, "commercially reasonable efforts" shall mean the use of reasonable efforts
including, to the extent appropriate, pursuing sublicenses or corporate

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           9
alliances, consistent with those used by comparable biotechnology companies in the United States in research and
development projects for medical devices or kits deemed to have commercial value comparable to the Licensed
Products.

(b) CYBERKINETICS' obligations set forth in this Article 6 shall be deemed to have been fully satisfied during
the following time periods if CYBERKINETICS accomplishes the following specified milestones:

(i) Prior to * * * . CYBERKINETICS causes * * * with respect to * * * to occur prior to * * * ;

(ii) Prior to * * * . CYBERNETICS causes the * * * with respect to a * * * to occur by * * *; and

(iii) After * * * . CYBERNETICS * * * within * * * following the * * * for a Licensed Product.

(c) For clarity, the diligence obligations set forth in this Article 6 are independent of the minimum annual royalties
payable pursuant to Article 3.4 and the payment of such minimum annual royalties will not relieve
CYBERKINETICS of its obligations under this Article 6.

(d) CYBERKINETICS shall provide regular reports to EMORY after submission of its U.S. 510 (k) filing(s) for
Licensed Products concerning the status of such filing(s) until final approval thereof, including any final decision
not to comply with any FDA request.

(e) CYBERKINETICS will notify EMORY promptly after any final decision by CYBERKINETICS to
permanently abandon development of Licensed Products based upon any portion of the Licensed Technology.

(f) In the event CYBERKINETICS fails to meet any diligence requirement set forth herein, EMORY shall have
the option in its sole discretion to (i) terminate the Agreement within the entire Licensed Territory or any portion
of the Licensed Territory for such application or indication, (ii) convert the license granted in this License
Agreement into a nonexclusive license within the entire Licensed Territory or any portion of the Licensed
Territory for such indication, or (iii) terminate the Agreement within a portion of the Licensed Territory and
convert the license granted in this Agreement into a non-exclusive license within a portion of the Licensed
Territory. In order to allow EMORY to determine to exercise any of the foregoing rights, in the event
CYBERKINETICS fails to meet any diligence requirement set forth herein, CYBERKINETICS shall, on
EMORY'S request, subject to agreement between CYBERKINETICS and EMORY of terms and conditions of
confidentiality, permit EMORY to have access to all CYBERKINETICS' data related to CYBERKINETICS'
development efforts with respect to the Licensed Technology for the purpose of allowing EMORY to assess the
commercial potential of the Licensed Technology.

(g) Prior to exercising any rights under this Article, EMORY shall give CYBERKINETICS sixty (60) days' prior
written notice and shall meet with CYBERKINETICS, at CYBERKINETICS' request and expense, during such
sixty (60) day period, to discuss any disagreements about whether CYBERKINETICS has complied with the
requirements of this

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          10
Article. CYBERKINETICS shall (i) within sixty (60) days of CYBERKINETICS' receipt of written notice of
such failure, provide to EMORY a commercially reasonable plan to remedy such failure and (ii) cure such failure
in accordance with such plan within the time provided for under such plan. If CYBERKINETICS fails to provide
such a commercially reasonable plan within sixty (60) days or does not cure such failure in accordance with such
plan within the time provided for under such plan, EMORY shall have the right in its sole discretion to proceed
with the exercise of all rights arid remedies provided for herein.

6.3. Progress Reports. CYBERKINETICS shall, no less frequently than once every six (6) months until
CYBERKINETICS has achieved Regulatory Approval for a Licensed Product, provide EMORY with a written
report detailing all activities of CYBERKINETICS, its Affiliates and Sublicensees related to developing Licensed
Products and pursuing Regulatory Approval of Licensed Products to the extent reasonably necessary for
EMORY to review CYBERKINETICS' progress under Article
6.2. Such reports shall further, no less frequently than once per year, incorporate sufficient and quantified detail
on the resources allocated by CYBERKINETICS to enable EMORY to determine that CYBERKINETICS is
diligently pursuing its research and development in accordance with its business plans and this Agreement.

6.4. Development Outside United States. As soon as practicable and in accordance with CYBERKINETICS'
corporate goals and its obligations under this Agreement, CYBERKINETICS shall directly, or in collaboration
with Affiliates and Sublicensees, commence its commercially reasonable efforts:

(i) to obtain Regulatory Approval for a Licensed Product in such other countries of the Licensed Territory as
CYBERKINETICS or CYBERKINETICS' Affiliates and Sublicensees deem appropriate; and

(ii) upon Regulatory Approval of a Licensed Product in a particular country diligently commence efforts to market
such Licensed Product in such country.

                                   ARTICLE 7. PATENT PROSECUTION

7.1. CYBERKINETICS shall be responsible for preparing, filing, prosecuting, maintaining and defending all
Licensed Patents. CYBERKINETICS shall provide EMORY with copies of all filings and relevant
documentation and a reasonable opportunity in advance to comment on such filings. CYBERKINETICS will not
abandon any patent application in the Licensed Patents, or make prosecution-related decisions that would have a
material impact on the nature or scope of any claims in such patent applications, without giving EMORY a
reasonable opportunity to comment on such action or decision.

7.2. CYBERKINETICS shall bear all costs in connection with the preparation, filing, prosecution, maintenance
and defense of the Licensed Patents.

7.3. In the event that CYBERKINETICS determines to abandon prosecution of, or to cease to maintain, any
Licensed Patent in any country, CYBERKINETICS shall so notify EMORY and shall permit EMORY, in its
sole discretion, at EMORY's expense, to continue to prosecute or

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        11
maintain such Licensed Patent in such jurisdiction, and CYBERKINETICS shall cooperate with EMORY in
regard thereto. If EMORY does so prosecute, the licenses granted to CYBERKINETICS under Article 2.1 shall
terminate in such country with respect to any Licensed Patents issuing in such country as a result of such
prosecution.

7.4. Each party shall, and shall cause its Affiliates, employees, attorneys and agents to, cooperate fully with the
other party and provide all information and data and execute any documents reasonably required or requested in
order to allow the other party to prepare, prosecute, file, and maintain patents and patent applications pursuant to
this Article 7 for no additional compensation.

                                       ARTICLE 8. INFRINGEMENT

8.1. Third Party Infringement. CYBERKINETICS and EMORY shall each promptly notify the other in writing of
any alleged or threatened infringement or claim of invalidity (hereinafter "Infringement") of which they become
aware of patents included in the Licensed Patents, and the parties shall consult concerning the action to be taken.
CYBERKINETICS shall have the right, but not the obligation, to prosecute or defend at its own expense any
such Infringement. In such event, CYBERKINETICS shall have the right, if EMORY is a legally indispensable
party, to bring such suit or action in the name of EMORY. CYBERKINETICS shall pay, on behalf of and
instead of EMORY, any order for costs that may be made against EMORY by reason of it being joined as a
party plaintiff in such proceedings by CYBERKINETICS, provided that EMORY will not be obligated to
reimburse CYBERKINETICS for any costs so paid by CYBERKINETICS. CYBERKINETICS shall have
sole control of any such suit or action and all negotiations for its settlement or compromise; provided, however,
that CYBERKINETICS shall not settle or compromise any such suit or action or enter into any consent order for
the settlement or compromise thereof that adversely affects any rights of EMORY hereunder without the prior
written consent of EMORY, not to be unreasonably withheld.

If, within sixty (60) days after CYBERKINETICS first becomes aware of any Infringement of the Licensed
Patents, CYBERKINETICS fails to cause such Infringement to terminate or to bring a suit or action to compel
termination, EMORY shall have the right, but not the obligation, to bring such suit or action to compel termination
at the sole expense of EMORY. In such event, EMORY shall have the right, if CYBERKINETICS is a legally
indispensable party, to bring such suit or action in the name of CYBERKINETICS. EMORY shall hold pay, on
behalf of and instead of CYBERKINETICS, any order for costs that may be made against CYBERKINETICS
by reason of it being joined as a party plaintiff in such proceedings by EMORY, provided that
CYBERKINETICS will not be obligated to reimburse EMORY for any costs so paid by EMORY. EMORY
shall have sole control of any such suit or action and all negotiations for its settlement or compromise; provided,
however, that EMORY shall not settle or compromise any such suit or action or enter into any consent order for
the settlement or compromise thereof that adversely affects any rights of CYBERKINETICS hereunder without
the prior written consent of CYBERKINETICS, not to be unreasonably withheld.

8.2. Allocation of Recovery. Any recovery or damages derived from an action under this Article 8 shall be used
(i) first to reimburse the initiating party for all legal expenses incurred

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        12
by it relating to the suit and (ii) second to reimburse the non-initiating party for all legal expenses incurred by it
relating to the suit, with any remaining recovery allocated between the parties as follows:

(a) To the extent the remaining amount is attributed to sales of such infringing products, CYBERKINETICS shall
receive an amount equal to such amount less the royalties that would have been payable on such sales pursuant to
this Agreement had such sales been made by CYBERKINETICS, which royalty amount shall be paid to
EMORY.

(b) To the extent the remaining amount is attributed to lost royalties owed to EMORY under subparagraph (a) as
a result of the infringement, EMORY shall receive an amount equal to the royalties payable to EMORY under
this Agreement multiplied by any multiple of damages awarded in such action.

(c) Any remaining recovery amount not attributed to sales of such infringing products shall be divided with sixty-
seven percent (67%) of such remaining amount allocated to the party initiating such proceedings and thirty-three
percent (33%) of such remaining amount allocated to the non-initiating party.

8.3. Offset by CYBERKINETICS. CYBERKINETICS shall not offset its out-of-pocket expenses incurred in
regard to any such legal proceedings which CYBERKINETICS initiates or carries on against any royalty
payments or other payments owed to EMORY except in the case of an action initiated independently by a third
party to invalidate any claims of the Licensed Patents, such as through a reexamination. If such action occurs,
CYBERKINETICS may suspend royalty payments payable to EMORY until the action is concluded, at which
time CYBERKINETICS will make such suspended royalty payments to EMORY based upon the Valid Claims
then existing with respect to the Licensed Patents.

8.4. EMORY's Right to Pursue Third Party Infringers If CYBERKINETICS shall fail, within sixty (60) days after
receiving notice from EMORY of a potential infringement, or providing EMORY with notice of such infringement,
to either (a) terminate such infringement or (b) institute an action to prevent continuation thereof and, thereafter to
prosecute such action diligently, or if CYBERKINETICS notifies EMORY that it does not plan to terminate the
infringement or institute such action, then EMORY shall have the right to do so at its own expense.
CYBERKINETICS shall cooperate with EMORY in such effort including being joined as a party to such action
if necessary. EMORY shall be entitled to retain all damages or costs awarded to EMORY in such action.

               ARTICLE 9. EXCLUSION OF WARRANTIES AND INDEMNIFICATION

9.1. Warranties of EMORY.

(a) EMORY represents and warrants that, to the best of its knowledge:

(i) EMORY has disclosed to CYBERKINETICS all potential patent rights in the control of third parties known
to EMORY which may be needed to commercialize the

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           13
Licensed Patents, provided that for purposes of this representation and warranty, "EMORY" shall mean the
Inventor and any employees of EMORY who work in the technology transfer area, and CYBERKINETICS
acknowledges that EMORY has not undertaken any investigation with respect to the potential patent rights of any
third party; and

(ii) Appendix A is a complete list of all patents and patent applications included in the Licensed Patents as of the
date hereof. EMORY will from time to time during the term of this Agreement, promptly provide
CYBERKINETICS with, upon request, with an updated version of Appendix A.

(iii) EMORY is not aware of any patent infringement or notice of any pending claim of infringement in respect of
the Licensed Patents.

(b) EMORY further represents and warrants that it is the exclusive owner of all rights, title and interests in the
patents and patent applications identified in Appendix A as of the date hereof, subject to the rights of the U.S.
Government.

9.2. Warranties of Each Party. Each party hereto represents to the other that it is free to enter into this
Agreement and to carry out all of the provisions hereof, including, in the case of EMORY, its grant to
CYBERKINETICS of the license described in Article 2.1.

9.3. Merchantability and Exclusion of Warranties. CYBERKINETICS possesses the necessary expertise and
skill in the technical areas pertaining to the Licensed Patents, Licensed Products and Licensed Know-How to
make, and has made, its own evaluation of the capabilities, safety, utility and commercial application of the
Licensed Patents, Licensed Products and Licensed Know-How.
ACCORDINGLY, EXCEPT AS SET FORTH IN ARTICLE 9.1 AND 9.2, EMORY DOES NOT MAKE
ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED
PATENTS, LICENSED KNOW-HOW OR LICENSED PRODUCTS AND EXPRESSLY DISCLAIMS
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY,
OR COMMERCIAL APPLICATION OF THE LICENSED PATENTS, LICENSED KNOW-HOW OR
LICENSED PRODUCTS.

9.4. Indemnification by CYBERKINETICS. CYBERKINETICS shall defend, indemnify, and hold harmless the
EMORY Indemnitees, from and against any and all claims, demands, losses, liabilities, expense, or damage
(including investigative costs, court costs and reasonable attorneys' fees) the EMORY Indemnitees may suffer,
pay, or incur as a result of claims, demands or actions against any of the EMORY Indemnitees arising or alleged
to arise by reason of, or in connection with, any and all personal injury (including death) and property damage
caused or contributed to, in whole or in part, by CYBERKINETICS' or CYBERKINETICS' Affiliates,
contractors, agents, or Sublicensees' manufacture, testing, design, use, Sale, or labeling of any Licensed
Products. CYBERKINETICS' obligations under this Article shall survive the expiration or termination of this
Agreement for any reason.

9.5. Insurance. Without limiting CYBERKINETICS' indemnity obligations under

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          14
Article 9.4, CYBERKINETICS shall, prior to any clinical trial or Sale of any Licensed Product, cause to be in
force, an "occurrence based type" or "claims made type" (with reasonable tail coverage) liability insurance policy
which:

(a) insures Indemnitees for all claims, damages, and actions mentioned in Article 9 of this Agreement; and

(b) includes a contractual endorsement providing coverage for all liability which may be incurred by Indemnitees
in connection with this Agreement; and

(c) requires the insurance carrier to provide EMORY with no less than thirty (30) days' written notice of any
change in the terms or coverage of the policy or its cancellation; and

(d) provides Indemnitees a comprehensive general/product liability coverage in an amount no less than * * * per
occurrence for bodily injury and *
* * per occurrence for property damage, subject to a reasonable aggregate amount; and

(e) in the event that CYBERKINETICS, its Affiliates or Sublicensees decide to go to market with a Licensed
Product it shall, to the extent available at commercially reasonable rates arrange (prior to the Sale of any
Licensed Product) and shall continue for the term of this Agreement and for a period of * * * years thereafter an
insurance policy or policies of product liability which provide Licensee, its affiliates or Sublicensees with coverage
for injury or damage arising to users of Licensed Products in an amount no less than * * * per claim, subject to
annual aggregate of * * *; and

(f) CYBERKINETICS shall provide EMORY with a copy of any such insurance policy prior to the
commencement of clinical trials or the first Sale of any Licensed Product and on each renewal and/or replacement
of the policy together with a copy of any schedule and evidence of payment of the premium. Company will also
advise EMORY with written notice within 30 days of any material change in the terms or coverage of the policy
or its cancellation.

(g) EMORY may periodically review the adequacy of the minimum limits of liability insurance specified in this
Article 9.5. EMORY reserves the right to require CYBERKINETICS to adjust the liability insurance coverage
above within reason and without significantly increasing CYBERKINETICS' annual insurance premiums.

9.6. Occurrence Based Coverage Not Available. If CYBERKINETICS is unable to obtain "occurrence based
type" liability insurance, CYBERKINETICS shall procure "claims made type" liability coverage to be effective
prior to any clinical trial or Sale of any Licensed Products, and throughout the term of this Agreement and "tail
coverage", extending at least ten (10) years after termination of this Agreement. CYBERKINETICS shall notify
EMORY prior to its first clinical trial or commercial Sale of any Licensed Product, of all insurance coverage and
other assets available to CYBERKINETICS to meet CYBERKINETICS' obligations under Article 9 of this
Agreement.

9.7. Notice of Claims: Indemnification Procedures.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         15
(a) CYBERKINETICS shall promptly notify EMORY of any claims involving any Indemnitees for which
indemnification is or may be provided in Article 9.4 and shall advise EMORY of the policy amounts that might be
needed to defend and pay any such claims.

(b) An Indemnitee, which intends to claim indemnification under this Article shall promptly notify the other party
(the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents
intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to
permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such
defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the
Indemnitee's rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in
order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may
prejudice the ability of the Indemnitor to settle any such claim. No such matter shall be settled without the prior
written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs
incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the
Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable
indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its
own selection and at its expense.

                                      ARTICLE 10. CONFIDENTIALITY

10.1. Treatment of Confidential Information. Except as otherwise provided hereunder, during the term of this
Agreement and for a period of * * * thereafter:

(i) CYBERKINETICS and its Affiliates and Sublicensees shall retain in confidence and use only for purposes of
this Agreement, any written information and data supplied by EMORY to CYBERKINETICS under this
Agreement and marked as proprietary;

(ii) EMORY shall retain in confidence and use only for purposes of this Agreement any written information and
data supplied by CYBERKINETICS or on behalf of CYBERKINETICS to EMORY under this Agreement and
marked as proprietary.

For purposes of this Agreement, all such information and data which, a party is obligated to retain in confidence
shall be called "Information".

10.2 Right to Disclose. To the extent that it is reasonably necessary to fulfill its obligations or exercise its rights
under this Agreement, or any rights which survive termination or expiration hereof, each party may disclose the
other Party's Information to its Affiliates, Sublicensees, consultants, outside contractors, governmental regulatory
authorities and clinical. investigators and in the case of CYBERKINETICS, its collaborators and potential
investors, on the condition that such entities or persons agree:

(i) to keep such Information confidential for at least the same time periods and to the same extent as the
disclaiming party is required to keep the Information

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                          16
confidential;

(ii) to use such Information only for such purposes as the disclosing party is authorized to use the Information
under this Agreement;

(iii) not to use EMORY's name for any commercial purpose without the prior written consent of EMORY.

Each party, its Affiliates and Sublicensees may disclose the other party's Information to the government or other
regulatory authorities to the extent that such disclosure is necessary for the prosecution and enforcement of
patents included within the Licensed Patents, or authorizations to conduct clinical trials or commercially market
Licensed Products, provided that such party is entitled to engage in such activities under this Agreement or is
legally required to make such disclosures.

10.3. Release from Restrictions. The obligation not to disclose the other party's Information shall not apply to any
part of such Information that:

(i) is or becomes disclosed in a patent or patent application, published or otherwise part of the public domain,
other than by unauthorized acts of the receiving party or its Affiliates or Sublicensees in contravention of this
Agreement;

(ii) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such third
party was not obligated to the other party to keep such information confidential; or

(iii) prior to disclosure under this Agreement, was already in the possession of the receiving party, its Affiliates or
Sublicensees, provided that such Information was not obtained directly or indirectly from the other party under
this Agreement with an obligation to keep such information confidential;

(iv) the receiving party is able to demonstrate results from research and development by the receiving party or its
Affiliates or Sublicensees independent of disclosures from the other party, provided that the persons developing
such information have not had exposure to the Information received from the disclosing party;

(v) is required by law to be disclosed by the receiving party, provided that the receiving party shall notify the
other party immediately upon learning of such requirement in order to give the other party reasonable opportunity
to oppose such requirement; or

(vi) the disclosing party agrees in writing may be disclosed.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                           17
                                ARTICLE 11. TERM AND TERMINATION

11.1. Term. Unless sooner terminated as otherwise provided in this Agreement, the term of this Agreement shall
commence on the Effective Date and shall continue in full force and effect, until * * *.

11.2. Termination. EMORY shall have the right to terminate this Agreement upon the occurrence of any one or
more of the following events and provided that EMORY has given CYBERKINETICS the notice required in
Article 11.3 and CYBERKINETICS has failed to cure the breach described in such notice:

(a) failure of CYBERKINETICS to make any payment required pursuant to this Agreement when due;

(b) failure of CYBERKINETICS to render reports to EMORY as required by this Agreement;

(c) the institution of any proceeding by CYBERKINETICS under any bankruptcy, insolvency, or moratorium
law;

(d) any assignment by CYBERKINETICS of substantially all of its assets for the benefit of its creditors;

(e) placement of CYBERKINETICS' assets in the hands of a trustee or a receiver unless the receivership or trust
is dissolved within thirty (30) days thereafter and provided that in the case of in involuntary bankruptcy
proceeding, which is contested by CYBERKINETICS, such termination shall not become effective until the
bankruptcy court of jurisdiction has entered an order upholding the petition;

(f) a formal decision reduced to writing and delivered to EMORY by CYBERKINETICS or
CYBERKINETICS' assignee of all of CYBERKINETICS' rights under this Agreement to quit the business of
commercializing the Licensed Patents and Licensed Know-How or developing or selling Licensed Products; or

(g) the breach by CYBERKINETICS of any other material term of this Agreement.

11.3. Exercise. Subject to Article 15.11, EMORY may exercise its right of termination by giving
CYBERKINETICS, its trustees, receivers or assigns, thirty
(30) days' (or such other extended period agreed in writing by the parties) prior written notice of EMORY's
election to terminate. Such notice shall include the basis for such termination. Upon the expiration of such period,
this Agreement shall automatically terminate unless CYBERKINETICS has cured the breach where such breach
is capable of being remedied within such period or extended period as applicable. Such notice and termination
shall not prejudice EMORY's right to receive royalties up to the point of termination or other sums due to
EMORY hereunder and shall not prejudice any cause of action or claim of EMORY accrued or to accrue on
account of any breach or default by

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         18
CYBERKINETICS.

11.4. Failure to Enforce. The failure of EMORY, at any time, or for any period of time, to enforce any of the
provisions of this Agreement, shall not be construed as a waiver of such provisions or as a waiver of the right of
EMORY thereafter to enforce each and every such provision of this Agreement.

11.5. Termination by CYBERKINETICS. CYBERKINETICS shall have the right to terminate this Agreement
upon the occurrence of either of the following events:

(a) the breach of a material term of this Agreement by EMORY;

(b) if the Sale of Licensed Products requires approval by any government agency, and after diligent pursuit of
such approval, including but not limited to: performing all reasonable tests or analyses as prescribed by such
agency regulations; submitting all relevant data to such agency; and pursuing reasonable available administrative
procedures and appeal processes permitted by such agency and applicable law, CYBERKINETICS reasonably
determines it is unable to obtain approval for the Sale of Licensed Products or reasonably determines such
approval would, in CYBERKINETICS' sole judgment, be too restrictive to justify continued development of a
Licensed Product, CYBERKINETICS may notify EMORY in writing of the final denial of approval to Sell
Licensed Products and CYBERKINETICS' desire to terminate this Agreement or parts hereof related to specific
Licensed Technology from which such Licensed Products that are denied Regulatory Approval have been
developed; or

(c) upon CYBERKINETICS' convenience, upon ninety (90) days' written notice to EMORY, provided that no
such termination shall relieve CYBERKINETICS of its obligation under Articles 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
with respect to any milestone achieved and other payments made prior to the effective date of such termination.

11.6. Exercise. CYBERKINETICS may exercise its right of termination pursuant to Article 11.5(a), by giving
EMORY thirty (30) days' prior written notice of CYBERKINETICS' election to terminate. The notice shall
include the basis for such termination. Upon the expiration of such period, this Agreement shall automatically
terminate unless EMORY has cured the breach. Such notice of termination shall not prejudice any cause of action
or claim of CYBERKINETICS accrued or to accrue on account of any breach or default by EMORY.

CYBERKINETICS may exercise its right of termination pursuant to Article
11.5 (b) as a result of the failure to obtain governmental approval to sell Licensed Products by providing
EMORY with a formal written request for such termination enclosing evidence of the final denial of governmental
approval.

CYBERKINETICS may exercise its right of termination pursuant to Article
11.5 (c) by providing EMORY with written notice of such termination.

11.7. Effect. In the event this Agreement is terminated because of CYBERKINETICS' default,
CYBERKINETICS shall return, or at EMORY's direction destroy, all data, writings and other documents and
tangible materials, containing EMORY's Information and supplied to

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        19
CYBERKINETICS by EMORY.

Where the default for which this Agreement is terminated is set forth under Articles 11.2(c) through (f) inclusive,
subject to agreement between CYBERKINETICS and EMORY of terms and conditions of confidentiality,
CYBERKINETICS shall provide EMORY access to CYBERKINETICS' product files pertaining to the
Licensed Products and design dossiers as well as data generated by CYBERKINETICS' contractors and agents
in the course of CYBERKINETICS' efforts to develop Licensed Products or obtain governmental approval for
the Sale of Licensed Products to permit EMORY to assess the commercial potential of the Licensed Technology.
CYBERKINETICS agrees to negotiate in good faith with EMORY and/or any potential licensee of the Licensed
Technology with respect to a license or sale of information, data and research results then owned or controlled by
CYBERKINETICS, including, but not limited to, toxicity, efficacy and market research, to the extent such
information, data and research results are pertinent to the Licensed Technology. In such event,
CYBERKINETICS shall also grant EMORY and any replacement licensee of the Licensed Technology the right
to cross reference any regulatory filings (e.g.
510 (k), Registrations) made by CYBERKINETICS or its Affiliates with the FDA or any corresponding foreign
regulatory agency, in exchange for which EMORY or such replacement licensee will reimburse
CYBERKINETICS, on terms and at a rate to be negotiated in advance in good faith by the parties involved,
based on all reasonable and documented direct and indirect, out-of-pocket costs incurred by
CYBERKINETICS in pursuing such regulatory approvals. CYBERKINETICS shall cooperate (but shall not be
required to incur any expense) with any such third parties in pursuing governmental approval to sell any product
covered by any patent application or issued patent (which was formerly a Licensed Patent licensed b1 EMORY
to such third party.

                                        ARTICLE 12. ASSIGNMENT

CYBERKINETICS may grant, transfer, convey, or otherwise assign any or all of its rights and obligations under
this Agreement in conjunction with the transfer of all, or substantially all, of the business interests of
CYBERKINETICS to which this Agreement relates including for the purposes of corporate re-organization.
EMORY's written consent, which shall not be unreasonably withheld, shall be required prior to any other
assignment of CYBERKINETICS' rights or obligations under this Agreement.

                                        ARTICLE 13. BANKRUPTCY

In the event that CYBERKINETICS, for any reasons, plans the institution of any proceeding under any
bankruptcy, insolvency, or moratorium law of any countries, CYBERKINETICS shall notify EMORY of its plan
at least One Hundred and Twenty (120) days prior to the official filing of such bankruptcy, insolvency, or
moratorium with government or legal authorities. In the event that this Agreement or CYBERKINETICS' license
to the Licensed Technology is transferred, sold, novated or otherwise provided to a third party (the "Transferee")
as part of a bankruptcy or insolvency settlement under the ruling of a court of competent jurisdiction, the
obligations to pay royalties and other payments to EMORY shall be borne by such Transferee.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        20
                                          ARTICLE 14. PUBLICITY

Neither party shall use the name of the other, nor of any employee of such party, in any publicity, marketing
efforts, news release or any other commercial activities without the prior written approval of an authorized
representative of the other party. Notwithstanding the foregoing, either party may disclose the terms of this
Agreement and the parties' relationship as required by law.

                                      ARTICLE 15. MISCELLANEOUS

15.1. Arbitration. Any disputes under this Agreement, shall be resolved through arbitration conducted under the
auspices of the American Arbitration Association pursuant to that organization's rules for commercial arbitration
and shall have the right to enforce any such arbitral award. Any hearings shall be held in Atlanta, Georgia. Both
parties agree to be bound by any arbitral award without prejudice to any other rights at law.

15.2. Export Controls. CYBERKINETICS acknowledges that EMORY is subject to United States laws and
regulations controlling the export of technical data, biological materials, chemical compositions and other
commodities and that EMORY's obligations under this Agreement are contingent upon compliance with
applicable United States export laws and regulations. The transfer of technical data, biological materials, chemical
compositions and commodities may require a license from the cognizant agency of the United States government
or written assurances by CYBERKINETICS that CYBERKINETICS shall not export data or commodities to
certain foreign countries without the prior approval of certain United States agencies. EMORY neither represents
that an export license shall not be required nor that, if required, such export license shall be issued.

15.3. Legal Compliance. CYBERKINETICS shall use reasonable commercial efforts to comply with all laws
and regulations relating to its manufacture, use, Sale, labeling or distribution of Licensed Products and shall not
knowingly take any action that would cause EMORY or CYBERKINETICS to violate any laws or regulations.

15.4. Independent Contractor. CYBERKINETICS' relationship to EMORY shall be that of a licensee only.
CYBERKINETICS shall not be the agent of EMORY and shall have no authority to act for, or on behalf of,
EMORY in any matter. Persons retained by CYBERKINETICS as employees or agents shall not, by reason
thereof, be deemed to be employees or agents of EMORY.

15.5. Patent Marking. CYBERKINETICS shall mark Licensed Products Sold in the United States with United
States patent numbers in accordance with applicable U.S. laws as in effect from time to time. Products
manufactured or Sold in other countries shall be marked in compliance with the intellectual property laws in force
in such foreign countries.

15.6. Place of Execution. This Agreement and any subsequent modifications or amendments hereto shall be
deemed to have been executed in the State of Georgia. This

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         21
Agreement shall not become effective or binding upon EMORY until signed by its Assistant Vice President and
Director of the Office of Technology Transfer in the State of Georgia.

15.7. Governing Law. This Agreement and all amendments, modifications, alterations, or supplements hereto,
and the rights of the parties hereunder, shall be construed under and governed by the laws of the State of Georgia
and the United States of America. Unless otherwise resolved under the provisions of Article 15.1, only courts in
the State of Georgia shall have jurisdiction to hear and decide any controversy or claim between the parties
arising under or relating to this Agreement.

15.8. Entire Agreement. This Agreement constitutes the entire agreement between EMORY and
CYBERKINETICS with respect to the subject matter hereof and shall not be modified, amended or terminated,
except as herein provided or except by another agreement in writing executed by the parties hereto.

15.9. Survival. Articles 9, 10, 11, 14, and 15 shall survive termination of this Agreement for any reason. Article
11.7 shall survive termination pursuant to Article 11.2.

15.10. Severability. All rights and restrictions contained herein maybe exercised and shall be applicable and
binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion
of any provision of this Agreement, not essential to the commercial purpose of this Agreement, shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the
remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof,
and all such remaining provisions, or portions thereof, shall remain in full force and effect. To the extent legally
permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid
provision, which shall implement the commercial purpose of the illegal, invalid, or unenforceable provision. In the
event that any provision essential to the commercial purpose of this Agreement is held to be illegal, invalid or
unenforceable and cannot be replaced by a valid provision which will implement the commercial purpose of this
Agreement, this Agreement and the rights granted herein shall terminate provided, however, that it is replaced
forthwith by a legally enforceable substitute agreement that maintains the contractual relationship between the
parties as contemplated herein including specifically, the rights and privileges granted to CYBERKINETICS in
respect of the Licensed Technology.

15.11. Force Majeure. Any delays in, or failure of performance of any party to this Agreement, shall not
constitute a default hereunder, or give rise to any claim for damages, if and to the extent caused by occurrences
beyond the control of the party affected, including, but not limited to, acts of God, strikes or other concerted acts
of workmen, civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage, acts of governmental
authority or failure of governmental authority to issue licenses or approvals which may be required.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                         22
                                           ARTICLE 16. NOTICES

All notices, statements, and reports required to be given by one party to the other shall be in writing and shall be
deemed to have been given (i) upon electronic confirmation of delivery, if sent by facsimile to the recipient below
followed by a copy which shall be sent by overnight delivery to the same recipient, or (ii) upon delivery in person,
or (iii) upon the expiration of five
(5) days after deposit in a lawful mail depository in the country of residence of the party giving the notice,
registered or certified postage prepaid, and addressed as follows:

                  To EMORY:                        Director, Office of Technology Transfer
                                                   Emory University
                                                   2009 Ridgewood Drive
                                                   Atlanta, Georgia 30322




Notices related to EMORY's equity position in CYBERKINETICS, which include, but are not limited to, stock,
stock options, voting rights, etc. should be sent to:

                                              Emory University
                                              Office of Vice President for Finance & Treasurer
                                              312 Administration Building
                                              Atlanta, GA 30322

            To CYBERKINETICS :                President
                                              Cyberkinetics, Inc.
                                              109 Hazard Avenue
                                              Providence, RI 02906

            With a copy to:                   Ropes & Gray
                                              One International Place
                                              Boston, MA 02110
                                              Attn: Geoffrey B. Davis, Esq.




Either party hereto may change the address to which notices to such party are to be sent by giving notice to the
other party at the address and in the manner provided above. Any notice may be given, in addition to the manner
set forth above, by courier, facsimile or email, provided that the party giving such notice obtains
acknowledgement by courier, facsimile or email that such notice has been received by the party to be notified.
Notice made in this manner shall be deemed to have been given when such acknowledgement has been
transmitted.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                        23
IN WITNESS WHEREOF, EMORY and CYBERKINETICS have caused this Agreement to be signed by
their duly authorized representatives, as of the Effective Date.

          EMORY UNIVERSITY:                                     CYBERKINETICS, INC.:

          By:___________________________                        By:______________________________

          Name: Mary L. Severson, Ph.D., J.D.                   Name:____________________________

          Title: Assistant Vice President & Director,           Title:___________________________
                 Office of Technology Transfer




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                       24
Appendix A Licensed Patents

U.S. Patent No. * * * for "* * *" Issued * * *.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission

                                                       25
                                  EXHIBIT 10.7

                                   EXHIBIT 1
                             100 Foxborough Boulevard
                          Foxborough, Massachusetts 02035
                                  (The "Building")

                            BASIC PROVISIONS
                       AND LEASE REFERENCE DATA

Execution Date:             May 9th, 2003

Tenant                      Cyberkinetics, Inc.
And                         100 Foxborough Boulevard
Original Address:           Suite 240
                            Foxborough, MA 02035

Landlord                    Charles E. Harlfinger, Trustee of 100 & 200
And                         Foxborough Boulevard Realty Trust under Declaration
Original Address:           of Trust dated September 10, 1992 and filed with
                            the Norfolk County Registry District of the Land
                            Court on September 28, 1992 as Document No.636296;
                            c/o Foxborough Boulevard Management, Inc., 117
                            Eastman Street, South Easton, MA. 02375.

Building:                   The building in the Town of Foxborough, Norfolk
                            County, Massachusetts known as and numbered 100
                            Foxborough Boulevard.

Property:                   The Building and the land parcel on which it is
                            located (including adjacent sidewalks.)

Commencement Date:          The later of (a) June 1, 2003 or (b) the date
                            Landlord's Work is substantially complete pursuant
                            to Section 6 of this Lease and Landlord delivers
                            the Premises to Tenant

Term:                       The Commencement date through May 31, 2007.

Premises Description        Approximately 6,169 square feet of Rentable Area
                            located on the second floor of the Building and
                            designated as Suite 240.

Building Rentable Area:     Approximately 65,000 square feet.
Basic Rent:              June 1, 2003 - July 31, 2003: Free Rent
                         August 1, 2003 - May 31, 2004: $17.65 per square foot
                         per annum pro rated over 10 months ($9,075.00 per
                         month)
                         June 1, 2004 - May 31, 2005: $ 19.00 per square foot
                         per annum ($ 9,767.58 per month)
                         June 1, 2005 - May 31, 2007: $20.00 per square foot
                         per annum ($10,281.67 per month)

Electric:                Tenant will pay an additional $1.25 P.S.F. for its
                         use of electricity. ($ 642.60 per month)

Preparation of the       In a mutually acceptable location, Landlord shall
Premises:                construct a conference room for Tenant's use.
                         Landlord shall clean Premises prior to commencement
                         date.

Right to Renew:          Tenant will have the option to renew for one (1) three
                         (3) year period at $21.50 per square foot ($132,633.50
                         per annum or $11,052.79 per month) with a 180 day
                         prior written notice to Landlord.

Security Deposit:        $ 9,253.50

Permitted Uses:          General office use

Tenant's Proportionate   9.49%
Share:

Base Operating Costs:    2003 Actual

Base Taxes:              2003 Actual

Liability Insurance      $1,000,000   per occurrence
Minimum Limits:          $1,000,000   products and completed operations
                         $1,000,000   personal injury
                         $2,000,000   general aggregate

Broker:                  Insignia/ ESG and T3 Realty Advisors, LLC
Landlord:                            Tenant:

100 & 200 Foxborough                   Cyberkinetics, Inc.
Boulevard Realty Trust

BY: /s/ Charles E. Harlfinger          BY: /s/ Tim Surgenor
    ------------------------------        -------------------------------------
   Charles E. Harlfinger, Trustee          Tim Surgenor,
   and not individually                   President and Chief Executive Officer
THIS INSTRUMENT IS A LEASE, dated as of the Execution Date stated in Exhibit 1, in which Landlord and
Tenant are the parties named in said Exhibit and which relates to space in the Building. The parties to this
instrument hereby agree with each other as follows:

1. REFERENCE DATA: All Exhibits and Riders (if any) attached to this Lease are hereby incorporated herein
and made a part hereof.

2. LEASE ON PREMISES APPURTENANT RIGHTS. Landlord hereby demises and lease to Tenant for the
Term of this Lease and upon the terms and conditions hereinafter set forth, and Tenant hereby accepts from
Landlord, the Premises described in Exhibit 1 and substantially as shown on Exhibit 2. Excepted and excluded
from the Premises are the ceiling, floor, perimeter walls and exterior windows, except the inner surfaces of each
thereof, but the entry doors (and related glass and finish work) to the Premises are a part thereof; and Tenant
agrees that Landlord shall have the right to the Premises (but in such manner so as to minimize interference with
Tenant's use of the Premises) utility lines, pipes, equipment and the like, in, over, and through the Premises.
Tenant shall install and maintain, as Landlord may require, proper access panels in any hung ceiling or walls may
be installed by Tenant in the Premises to afford access to any facilities above the ceiling or within or behind the
walls. Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use, and permit its invitees to
use, in common with others, the common areas of the Property including, the common walkways, driveways and
parking areas located on the Property, the entrances, exits, lobbies, vestibules, elevators, stairways, halls, water,
bubblers and lavatories of the Building outside the Premises the common walkways and driveways necessary for
access to the Building, the common toilets and corridors of such floor; but such right shall always be subject to
reasonable rules and regulations from time to time established by Landlord pursuant to Section 24 hereof and to
the right of Landlord to designate and change from time to time the areas so to be used, provided that such
changes do not materially adversely affect Tenant's use and enjoyment of the Leased Premises and its
appurtenant rights hereunder.

3. BASIC RENT. Tenant agrees to pay to Landlord, commencing on the Commencement Date without offset,
abatement (except as provided in Section 20), deduction or demand, the Basic Rent set forth in Exhibit 1. Such
Basic Rent shall be payable in equal monthly installments, in advance, on the first day of each calendar month
during the term of the Lease, at such address as Landlord shall from time to time designate by notice.
Notwithstanding the foregoing, Tenant shall pay the first (1ST) month's Basic Rent upon execution of this Lease.
In the event that any installment of Basic Rent is not paid within five
(5) days after when due, Tenant shall pay, in addition to any charges under
Section 30, at Landlord's request an administrative fee equal to 1% of the overdue payment, as additional rent.
Basic Rent for any partial month shall be prorated on a daily basis.

4. SECURITY DEPOSIT. Tenant agrees that the security specified in Exhibit 1 will be paid upon execution of
this Lease, and that Landlord shall hold the same throughout the Term of this Lease as security for the
performance by Tenant of all obligations on the part of Tenant hereunder. Landlord shall have the right from time
to time, without prejudice to any other remedy Landlord may have on account thereof, to apply such deposit, or
any part thereof, to Landlord's damages arising from, or to cure, any default to Tenant under this Lease. If
Landlord shall so apply any or all of such deposits, Tenant shall immediately deposit with Landlord the amount so
applied to be held as security hereunder. While Landlord holds such deposit, Landlord shall have no obligation to
pay interest on the same and shall have the right to commingle the same with Landlord's other funds.

5. COMMENCEMENT DATE. The Commencement Date shall be as stated on Exhibit 1.
6. PREPARATION OF THE PREMISES.

(a.) Landlord agrees to perform the work ("Landlord's Work") described on Exhibit 1 to prepare the Premises
for Tenant's occupancy, although Landlord reserves the right to make minor changes and substitutions of similar
quality as the exigencies of the job may require. Landlord shall endeavor to substantially complete Landlord's
Work June 1, 2003. The Premises shall be deemed substantially complete when the same are ready for
occupancy by Tenant as to the Premises only minor, punch-list items that can be completed within thirty (30)
days remain for Landlord to complete. Notwithstanding the foregoing, Landlord shall not be responsible for
delays in substantially completing Landlord's Work caused, in whole or in part, by events beyond Landlord's
reasonable control or by Tenant or its agents, employees or contractors and, in the event of such delays caused
by Tenant or its agents, employees or contractors, the Commencement Date shall be deemed to have occurred
on the date that the Premises would have been ready for Tenant's occupancy but for such delay. In the event that
Landlord is unable to substantially complete Landlord's Work by the date (the "Outside Completion Date") which
is sixty (60) days after the Commencement Date set forth on Exhibit 1, due to Tenant's delays at any time after
the Outside Completion Date and thereupon this Lease shall terminate without further obligation or liability on the
part of either party, except that Tenant shall pay to Landlord the damage suffered by Landlord by reason of such
Lease termination, including without limitation, Landlord's expenses incurred in connection with the preparation of
the Premises, and brokerage and legal fees. Tenant shall have no claim against Landlord, and Landlord shall have
no liability to Tenant, for Landlord's failure so to complete Landlord's Work by the Commencement Date, but
Landlord shall prosecute Landlord's Work to completion with due diligence.

(b.) Tenant shall have no claim that Landlord has failed to perform any of Landlord's Work, unless Tenant shall
have given Landlord written notice, not later than the end of the second full calendar month beginning after the
Commencement Date, of respects in which Landlord has not performed Landlord's Work.

7. USE. Tenant agrees that it shall use and occupy the Premises during the Term only for Permitted Uses
expressly described in Exhibit 1 and for no other purposes. Tenant shall, in its use of the Premises, comply with
the requirements of all applicable governmental laws, rules and regulations (including, without limitation, the
requirements of all federal, state and local laws, rules and regulations concerning environmental, health and /safety
matters) and shall obtain (and keep in full force and effect) all required license and permits therefor. Tenant shall
not permit any use of the Premises which will make voidable any insurance on the Property, or on the contents of
the Property, or which shall be contrary to any law or regulation from time to time established by the New
England Fire Insurance Rating Association, or any similar body succeeding to its power. Tenant shall on demand
reimburse Landlord for all extra insurance premiums caused by Tenant's use of the Premises. If any governmental
license or permit shall be required for the proper and lawful conduct of Tenant's business, Tenant at its expense
shall duly procure and thereafter maintain and comply with such license or permit and submit the same to
inspection by Landlord.

8. INSTALLATIONS AND ALTERATIONS BY TENANT. Tenant shall make no alterations, addition or
improvements ("Alterations") in or to the Premises without the Landlord's prior written consent in each instance,
which consent shall not be unreasonably withheld, conditioned or delayed. All Alterations shall be performed by a
contractor(s) approved by Landlord. Each such contractor(s) shall carry commercial general liability insurance,
and such other insurance (including, without limitation, workers' compensation insurance covering the employees
of all such contractor(s)), in such form, amounts and with such carriers as are reasonably acceptable to Landlord,
and under which Landlord and Landlord's managing agent (and such other persons as Landlord may designate
from time to time) are named as insureds. All Alterations shall conform to the plans and specifications submitted
to Landlord for
approval. Any deviations to such plans and specifications shall require Landlord's prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall pay to Landlord from time to
time upon demand any and all reasonable cost and expenses incurred by Landlord in connections with the review
and supervision of any Alterations (including, without limitation, the cost and expense of Landlord's architects and
engineers). All Alterations shall be performed in a good and workmanlike manner and in compliance with all
applicable laws and other governmental requirements, and Tenant shall obtain (and comply with) any and all
permits and licenses required thereof. Any such Alterations shall become part of the Premises and the property of
Landlord, unless Landlord requests Tenant to remove the same at the expiration of Term of the Lease, in which
event Tenant shall remove the same and repair any damage caused by such removal. Tenant shall promptly
remove any mechanic's lien that may be filed against the Property based upon any such work in or on the
Premises. If Tenant shall make or cause to be made any Alteration to the Premises which shall result in an
increase in the real estate taxes upon the Building, then Tenant shall pay the entire increase in such taxes
attributable to such Alterations.

9. ASSIGNMENT AND SUBLETTING. Tenant covenants and agrees not to assign this Lease or to mortgage,
pledge, encumber or sublet the Premises or any part thereof without Landlord consent thereto, which shall not be
unreasonably withheld, conditioned, or delayed. Any consent by Landlord to a particular assignment, mortgage,
pledge, encumbrance, or subletting shall not in any way diminish the prohibition stated in the preceding sentence.
No assignment or subletting hereunder nor Landlord's consent thereto shall receive Tenant from its obligation
under this Lease and Tenant shall remain fully primarily liable therefor. No assignment or subletting shall affect
Permitted Uses.

10. REPAIRS AND MAINTENANCE BY LANDLORD. Landlord shall make all repairs necessary to keep
the roof of the Building leak-free and shall keep the structural support elements and the exterior cladding of the
Building and the Building systems (including, without limitation, the Building electrical, plumbing, mechanical,
heating, ventilating and air conditioning systems) common areas in good condition, order and repair, damage
resulting from any act or omission of Tenant or its agents, contractors and employees only expected; and
Landlord shall keep all lawns and landscape areas of Property watered, fertilized and trimmed and shall provide
for removal of snow and ice from, and sanding of, the sidewalks, parking lots, access driveways and walkways
as necessitated by weather conditions and shall provide for parking lot lighting and shall repair and maintain the
parking lot and the lighting serving the same as necessary. Landlord's obligation under this Section 10 shall be
subject to the provisions of Section 20. Landlord shall not be liable for any failure to make repairs which
Landlord has undertaken to make under this Lease, unless Tenant has given notice to Landlord of the need to
make such repairs, and Landlord has failed to commence to make such repairs within a reasonable time after
receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs.

11. REPAIRS AND MAINTENANCE BY TENANT. Tenant shall (i) make all repairs and replacements as
necessary to keep the Premises, including, without limitation, all interior glass, in as good condition and repair as
the same are in at the commencement of the Term, repairs which are the obligation of Landlord under Section 10
only excepted, and (ii) keep and maintain all portions of the Premises in a clean and orderly condition, free of
accumulation of dirt, rubbish, and other debris. Notwithstanding the provisions of Sections 10 and 20, Tenant
shall be responsible for the cost of repairs which may be made necessary by reason of damages to the Building
caused by any act of neglect of Tenant or its agents, employees, contractors or invitees (including any damage by
fire or any other casualty arising therefrom).

12. UTILITIES. Tenant shall pay the amount stated on Exhibit 1 for its use of electricity. Tenant shall, at its own
cost and expense, arrange and pay for other services provided to the Premises, including, without limitation,
telephone and computer service.
13. BUILDING SERVICES. Landlord shall, on weekdays (except Building holidays) from 7:00 a.m. to 6:00
p.m. and on Saturdays (except Building holidays) from 9:00 a.m. to l:00 p.m., furnish heating and cooling as
normal seasonal changes may require to provide reasonably comfortable space temperature and ventilation for
occupants of the Premises and the common areas of the Building under normal business operation. If Tenant shall
require air conditioning or heating at any time other than such days or during such hours, Landlord may, upon
Tenant's reasonable request, furnish such service and Tenant shall pay such charges thereof as may from time to
time be in effect, allocated among multiple overtime users where applicable. Tenant shall not introduce into the
Premises personnel or equipment which overloads the capacity of the Building HVAC system or in any other way
interferes with such system's ability to perform adequately its proper functions, provided, however, if Tenant shall
violate the foregoing, Landlord may, at its option, elect to provide the supplementary systems or otherwise take
steps to cure such violation, at Tenant's sole cost and expense. Landlord shall also provide:

(a.) Water lavatory and drinking purposes at temperatures and otherwise as supplied by the Town of
Foxborough or other water provider.

(b.) Cleaning and janitorial services to the Premises (provided that same are kept in order by Tenant) and
common areas of the Building in accordance with the cleaning standards set forth in Exhibit 3 attached hereto.

(c.) 24-hour access to the Premises, subject to reasonable security procedures and restrictions based on
emergency conditions.

Landlord shall have the right to interrupt, curtail, stop or suspend the operation of the Building's plumbing and
electrical systems and any other Building services or utilities in the case of emergency or accident, or for the
purpose of making any repairs, alterations, or improvements to the Building Premises, or in the case of any other
event beyond Landlord's reasonable control. There shall be no diminution or abatement of rent or other charges
hereunder, nor shall this Lease be affected or any of Tenant's obligations hereunder reduced, by reason of, and
Landlord -shall have no responsibility or liability for, any such interruption, etc., except that Landlord shall
exercise reasonable diligence to eliminate the cause of same.

14. ESCALATION.

(a.) DEFINITIONS. For the purpose of this Section 14, the following terms have the following respective
meanings:

(i.) YEAR: each calendar year in which any part of the Term of this Lease shall fall.

(ii.) TAX PERIOD: Each fiscal/tax year in which any part of the term of this Lease shall fall.

(iii.) OPERATING COSTS: The average of all costs and expenses incurred (or deemed incurred under the next
succeeding paragraph) by Landlord with respect to the administration, repair, maintenance, replacement,
alteration, improvement, operation, management, cleaning and servicing of the Building and Property, and the
portion of such costs and expenses incurred by Landlord with regard to the common areas of the complex or
park of which the Building is a part which is fairly allocable to the Building and the Property, and including,
without limitation, the following: any and all cost and expenses incurred by Landlord for heat, ventilation and air
conditioning, electricity, water and sewer use charges,
                   administrative and management services (including, without
                   limitation, professional services and management fees, but
                   excluding all leasing expenses and any rent for a management
                   office), performance of Landlord's obligations under Section
                   10, insurance, payroll and benefits of maintenance and
                   management staff, but excluding salaries for all personnel at
                   or above the level of vice president, and pest control
                   services, but excluding Taxes and special services rendered to
                   other tenants. In the event that during all or any portion of
                   any year the Building is not fully rented and occupied,
                   Landlord may elect to make appropriate adjustments in
                   Operating Costs for such year to determine Operating Costs
                   that would have been paid or incurred by Landlord had the
                   building been fully rented and occupied, and the amount so
                   determined shall be deemed to have been the Operating Costs
                   for such year.

       (IV.) TAXES: The real estate and other taxes, levies and assessments
             imposed upon the Building and the Property and upon any personal
             property of Landlord solely used in the operation thereof;
             betterment assessment apportioned over the longest payment period
             permitted by law (including interest thereon); charges, fees and
             assessments for police, fire and other governmental services or
             purported benefits to the Building; service or user payments in lieu
             of taxes; and any and all other taxes, levies, betterments,
             assessments and charges arising from the ownership, leasing,
             operating, use or occupancy of the Building or based upon rental
             derived therefrom, which are or shall be imposed by National, State,
             Municipal or other authorities. As of the Execution Date, Taxes
             shall not include any income or profit tax. provided, however, that
             any tax, excise, fee, levy, charge or assessment, however described,
             that may in the future be levied or assessed as a substitute for or
             in addition to (in while or in part) any tax, levy or assessment
             which would otherwise constitute Taxes, whether or not now customary
             or in the contemplation of the parties of the Execution Date of this
             Lease, shall constitute Taxes, but only to the extent calculated as
             if the Building and the Property were the only real estate owned by
             Landlord. Taxes shall also include reasonable expenses of tax
             abatement or other proceeding contesting of levies.

       (V.)   BASE OPERATING COSTS: the amount set forth in Exhibit 1.

       (VI.) BASE TAXES: The amount set forth in Exhibit 1.

       (IX.) ESCALATION CHARGES: Tenant's Payments for escalations in Operating
             Costs and Taxes as set forth in Section 14(b)(i), (ii), and (iii)
             below.

       (X.)   TENANT'S PROPORTIONATE SHARE: The fraction or percentage set forth
              on Exhibit 1, being the Premises Rentable Area divided by the
              building Rentable Area.

(b.)   TENANT'S PAYMENTS OF ESCALATION CHARGES:

       (i.)   If Operating Costs in any Year exceed Base Operating Costs, Tenant
              shall pay to Landlord the product of (x) the amount by which
              Operating Costs for such Year exceed Base Operating Costs,
              multiplied by (y) Tenant's Proportionate Share, such amount to be
              apportioned for any Year in which the Commencement Date occurs or
              the Term ends.

       (ii.) If taxes in any Tax Period exceed Base Taxes, Tenant shall pay to
             Landlord the product of (x) the amount by which Taxes for such Tax
             Period Exceed Base Taxes, multiplied by (y) Tenant's Proportionate
             Share, such amount to be apportioned for any Tax Period in which the
             Commencement Date occurs or the Term ends.
                (iii.) Escalation Charges shall be due when billed by Landlord. In
                       implementation but without limitation, of the foregoing, Tenant
                       shall, make monthly estimated payments to Landlord on account of
                       Escalation Charges, payable at the time and in the fashion herein
                       provided for the payment of Basic Rent. The monthly amount to be
                       paid to Landlord shall be sufficient to provide Landlord (x) by the
                       end of each Year, a sum equal to Tenant's required payments, as
                       estimated by Landlord from time to time during each tax Period, on
                       account of Escalation Charges for Taxes for such Year, and (y) by
                       end of each tax period, a sum equal to Tenant's required payments,
                       as estimated by Landlord from time to time during each Tax Period,
                       on account of Escalation Charges for Taxes for such Tax Period.
                       Landlord shall have the right from time to time during the course of
                       any Year and/or Tax Period to adjust the amount of Tenant's
                       estimated payment based upon the most recent data with respect to
                       Escalation Charges then available (e.g. Landlord's receipt of a new
                       tax bill). After the end of each Year, Landlord shall submit to
                       Tenant a reasonably detailed accounting of Operating Costs for such
                       Year, and Landlord shall certify to the accuracy thereof. If
                       estimated payments previously made by Tenant on account of
                       Escalation Charges for such Year exceed Tenant's required payment on
                       account thereof for such Year, according to such statement,
                       Landlord, shall credit the amount of overpayment against subsequent
                       obligations of Tenant with respect to Basic Rent or Escalation
                       Charges (or refund such overpayment if the Term has ended and Tenant
                       has no further obligation to Landlord); but, if estimated payments
                       previously made by Tenant on account of Escalation Charges for such
                       Year are less than the required payments on account thereof for such
                       Year, Tenant shall make payment of such deficiency to Landlord
                       within thirty (30) days after notice from Landlord. Landlord shall
                       have the same rights and remedies for nonpayment by Tenant of any
                       payment due on account of Escalation Charges as Landlord has
                       hereunder for the failure of Tenant to pay Basic Rent. Landlord's
                       and Tenant obligations with respect to adjusting Escalation Charges
                       for the Year, and Tax Escalation Charges for the Tax Period, in
                       which the Term of this Lease ends shall survive the expiration or
                       sooner termination of this Lease.




c. ABATEMENT OF TAXES. If Landlord shall receive any tax refund or reimbursement of Taxes or sum in lieu
thereof with respect to any Tax Period, then out of any balance remaining thereof after deducting Landlords
expenses reasonably incurred in obtaining such refund, Landlord shall pay to Tenant, provided there does not
then exist a default of Tenant hereunder, an amount equal to such refund or reimbursement or sum in lieu thereof
(exclusive of any interest) multiplied by Tenants Proportionate Share; provided, however, that in no event shall
Tenant be entitled to receive more than the payments made by Tenants pursuant to Section 14(b) on account of
Tax Escalation Charges for such Tax Period or to receive any payment or abatement of basic Rent.

15. WAIVER OF SUBROGATION. Neither Landlord (including, for purposes hereof, Landlord's managing
agent) not Tenant shall be liable to the other party or to any insurer of such other party with respect to any loss or
damage to the real or tangible personal property of such other party resulting from or caused by any peril which is
covered by fire, theft, vandalism, malicious mischief, water damage and /or extended coverage insurance
(whether or not such insurance is carried by other party) or which is in fact insured against by the party suffering
such loss hereto or any of its or their agents, servants, invitees or contractors. The parties hereto shall each
procure an appropriate clause in, or endorsement on, any such insurance policy covering the Premises, the
Building and/or personal property, fixtures and equipment located thereon or therein, pursuant to which the
insurer waives subrogation or consents to waiver of right of recovery as provided in the preceding sentence.
16. TENANT'S INDEMNITY. Tenant agrees to defend, indemnify and save harmless Landlord and Landlord's
agents and employees from and against all loss, liability, damage, cost, expense (including, without limitation,
reasonable attorney's fees) and claims of whatever nature arising from Tenant's breach of any term, covenant,
provision or condition of this Lease on Tenant's part to be performed or: (i) from any accident, injury or damage
whatsoever to any person, or to the property of any person, in or about the Premises (unless and to the extent
such accident, injury or damage is caused by the negligence or willful misconduct of Landlord or those for whom
Landlord is legally responsible): or
(ii) from any accident, injury or damage to persons or property occurring outside of the premise but in the
property, where such accident, damage or injury results or is claimed to have resulted from an act or omission on
the part of Tenant or Tenant's agents, employees invitees or contractors.

17. LIABILITY INSURANCE. Tenant agrees to maintain throughout out the term of this Lease a policy of
commercial general liability insurance (with broad form contractual liability coverage) in such form, amounts and
with carrier reasonably acceptable to Landlord, and under which Landlord and Landlord's managing agent (and
such persons as Landlord may designate by notice to Tenant from time to time) are named as additional insureds.
The minimum amounts of coverage shall be set forth in Exhibit 1. Each such policy shall be non-cancelable and
non-amenable with respect to Landlord and Landlord's managing agent (and Landlord's said designees) without
thirty (30) days' prior to each such party: and a duplicate original or certificate thereof shall be delivered to
Landlord prior to the first day upon which Tenant shall enter the Premises or any thereof. Certificates of renewal
policies shall be delivered to Landlord at least thirty (30) days prior to the expiration of the each expiring policy.

18. TENANT'S RISK. Tenant agrees to use and occupy the Premises at Tenant's own risk. Tenant shall
maintain insurance in respect of its personal property, business fixtures and leasehold improvements, and
Landlord shall have no responsibility or liability for any loss of or damage to any of the same, or for any
inconvenience, annoyance, interruption or injury to business arising from Landlord's making repairs or changes
which Landlord is permitted by this Lease, or required by law, to make in or to any portion of the Premises or
other sections of the Park Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those
claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or
omissions of persons occupying adjoining premises or any part of the Premises to or connecting with the
Premises otherwise.

19. LANDLORD'S ACCESS RIGHTS. Landlord shall have the right to enter the Premises at all reasonable
hours upon reasonable notice for the purpose of inspecting or making repairs to the same, and to show the
Premises to prospective or existing mortgages, purchasers or, in the final year of the Term (as may have been
extended), tenants of any part of the property.

20. FIRE, EMINENT DOMAIN, ETC. If the Premises shall incur minor damage by reason of fire or other
casualty (other than as a result of Tenant's fault or negligence) or by reason of a taking by eminent domain.
Landlord will restore the Premises (excluding any improvements installed in the Premises by or at the expense of
Tenant) to proper condition for Tenant's use and occupancy as speedily as possible to the extent of the available
insurance proceeds or condemnation awards, as the case may be. If any part of the Premises, the Building and/or
the Property shall, in Landlord's reasonable opinion, incur substantial damage by reason of such fire, other
casualty or taking, or the insurance proceeds or condemnation award is inadequate. Landlord shall have the right
to terminate the Lease by notice to Tenant within sixty (60) days following such event and if Landlord does not
exercise such right, Landlord shall promptly repair the Premises, Building and Property. If the Premises are
rendered unusable by the damage or taking, Tenant shall not be liable to pay Basic Rent, additional rent or
Escalation Charges (or a proportionate part thereof, as appropriate) if and to the extent and for as long as the
Premises remain unusable. If and to the extent Premises are usable, Tenant must continue to pay Basic Rent.
Landlord hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all
rights to recover for damages to the Property and Leasehold interest hereby created, and to compensation
accrued or hereafter to accrue by reason of such fire, casualty or taking.

21. TENANT'S DEFAULT. Tenant shall be in default under this Lease in the event that Tenant (a) shall fail to
make any payment of money (including, without limitation, Basic Rent and Escalation Charge) when it is due
hereunder and such failure shall continue for five (5) days after notice from Landlord to Tenant, or (b) shall fail or
neglect to perform or observe any other covenant or obligation under this Lease and Tenant shall fail to remedy
the same within thirty (30) days after notice from Landlord to Tenant specifying such failure or neglect (provided,
however, that if such failure or neglect is of such nature that Tenant cannot reasonably remedy the same within
such thirty (30) day period. Tenant shall have such additional period of time to remedy the same if Tenant shall
commence such remedy within such thirty (30) day period and thereafter diligently and continuously prosecute
such remedy to completion), or
(c) shall commence reorganization, bankruptcy or insolvency proceedings of, in case any such proceedings are
brought against Tenant, if the same are not dismissed within thirty (30) days or if any assignment shall be made of
Tenant's property of the benefit or creditors. If Tenant shall be in default under this Lease, Landlord shall have the
all right and remedies as are available at law or in equity. Such rights and remedies shall include, without
limitation, the right to evict Tenant, take exclusive possession of the Premises, continue to collect Basic Rent,
Escalation Charges and other charges, terminate the Lease, obtain a judgement for all damages that might flow
from a breach or termination of this Lease, re-let the Premises or any part thereof and make any repairs or
alterations to the Premises. Without limiting the foregoing, in the event of any termination of this Lease as
provided in this Section 21, Tenant shall pay the Basic Rent, Escalation Charges and all other sums payable
hereunder up to the time of such termination, and in addition shall pay to Landlord as damages, at the election of
Landlord, either:

(a.) The Basic Rent, Escalation Charges and all other sums which would have been payable hereunder if such
termination has not occurred, at the times and in the manner thereof specified herein, less the net proceeds, if any,
re-letting of the Premises, after deducting all expenses in connection with such re-letting, including, without
limitation, all repossession costs, brokerage commissions, legal expenses, attorney' fees, advertising expense and
alteration cost;

OR

(b.) The amount by which at the time of the termination of this Lease (or at any time thereafter upon demand if
Landlord shall initially elected damages under clause (a) above), the basic Rent, Escalation Charges and all other
sum which would have been payable hereunder from the date of such termination of demand (assuming that, for
the purpose of this clause (b) annual payment by Tenant on account of Escalation Charges would be the same as
the payment required for the 12-month period immediately preceding the date of such termination or demand) for
what would have been the then remaining Term of this Lease if same had remained in effect, exceeds the then fair
rental value of the Premises for the same period.

Tenant shall pay Landlord's cost of enforcing this Lease, including without limitation, reasonable attorneys' fees
and cost.

22. LANDLORD'S DEFAULT. Landlord shall in no event be in default in the performance of any of Landlord's
obligation hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days,
or such additional time as is reasonably required to correct any such default, other notice by Tenant to Landlord
and any Mortgagee (as herein defined) specifying wherein Landlord has failed to perform any such obligations.
As used herein, the term "Mortgagee" shall mean
the holder(s) of any mortgage(s), and/or the ground lessor under any ground lease, covering the Building, of
whose name(s) and address(s) Tenant shall have been given notice.

23. LANDLORD'S LIABILITY. (a.) Tenant specifically agrees to look solely to Landlord's then interest in the
Property at the time owned for recovery of any judgment from Landlord; it being specifically agreed that in no
event shall Landlord (original or successor), or any of the officers, trustees, directors, partners, beneficiaries,
stockholders or other principals or representatives, and the like, disclosed or undisclosed, thereof, ever be
personally liable for any such judgment, or for any other liability or for the payment of any monetary obligation to
Tenant. In no event shall Landlord (original or successor) or any such officers, etc., as aforesaid, ever be liable to
Tenant for any indirect or consequential damages suffered by Tenant from whatever cause.

(b.) With respect to any services or utilities to be furnished by Landlord to Tenant or any other obligations to be
performed by Landlord under this Lease, Landlord shall in no event be liable (beyond an abatement of Basic
Rent and Escalation Charges where provided for herein) for failure to furnish or perform the same when
prevented from doing so by reason of force majeure, or for any cause beyond Landlord's reasonable control, or
for any cause due to any act or neglect of Tenant or Tenant's agent, employees or contractors or any person
claiming by, through or under Tenant.

(c.) In the event of any transfer of Landlord's interest in the Property, the party making such transfer shall upon
such transfer and the transfer of the Security Deposit to Landlord's successor in interest be entirely freed from the
performance and observance of all covenants and obligations hereunder, Tenant agreeing to look solely to the
holder of the Landlord's interest in this Lease from time to time, subject to the limitations set forth in paragraph (a)
above.

24. RULES AND REGULATIONS. Tenant shall abide by reasonable rules and regulations from time to time
established by the Landlord for the Building. Landlord agrees to use reasonable efforts to insure that any such
rules and regulations are uniformly enforced, but Landlord shall not be liable to Tenant for violation of the same
by any other tenant or occupant of the Building, or persons having business with them. In the event that there shall
be any conflict between such rules and regulations and the provisions of this Lease, the provisions of the Lease
shall control. The current rules and regulations are attached to this Lease as Exhibit 4.

25. NOTICES. Whenever, by the terms of this Lease, notices, requests, consents and approvals shall or may be
given either to Landlord or to Tenant, they shall be in writing and shall be delivered in hand or sent by express,
registered or certified mail, postage prepaid:

If intended for Landlord addressed to Landlord's Original Address as stated in Exhibit 1 (or such other address
or addresses as may from time to time hereafter be designated by Landlord by like notice).

If intended for Tenant, addressed to Tenant at Tenant's Original Address as stated in Exhibit 1 until the
Commencement Date and thereafter to the Premises (or to such other address or addresses as may from time to
time hereafter be designated by Tenant by like notice).

All such notices shall be effective (i) when hand-delivered or (ii) if mailed, when deposited in the United States
mail within the Continental United States, provided that the same are received in ordinary course at the address
to which the same were sent. Notices may be sent by a party's attorney or managing agent.

26. HEADINGS. The section and paragraph headings throughout this instrument are for convenience and
reference only, and shall not be used to construe this Lease.
27. RIGHTS OF MORTGAGEE OR GROUND LESSOR. Tenant acknowledges and agrees that this Lease
shall be subject and subordinate to any mortgage or ground lease (and to any renewals, modification,
amendments, extensions, replacements and substitutions of or for such mortgage or ground lease) from time to
time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease,
if the holder of such mortgage or ground lease shall so elect, provided that, as to future mortgages or ground
leases, such lenders or lessees agree not to disturb Tenant's rights under this Lease. If this Lease is subordinate to
any mortgage or ground lease the holder (or successor) Tenant shall attorn to such holder and this Lease shall
continue in full force and effect between such holder (or successor) and Tenant. Tenant agrees to execute such
instruments of subordination or attornment in confirmation of the foregoing agreement as such holder (or
successor) may request.

28. ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to time within ten (10) days of
Landlord's request, execute and deliver an estoppel certificate affirming this Lease, indicating whether there are
any defaults hereunder, and addressing such other matters as Landlord, Landlord's lender(s) or prospective
purchaser(s) or investors may reasonably require.

29. PURPOSELY OMITTED

30. REMEDYING DEFAULTS. Landlord shall have the right, but not the obligation to pay such sums or take
such action as may be necessary or appropriate by reason of the failure or neglect of Tenant to perform any of
the provisions of this Lease, and in such event, Tenant agrees to reimburse Landlord upon demand for all costs
and expense so incurred by Landlord, together with interest thereof at a rate equal to 10% per annum (or at any
applicable lesser maximum legally permissible rate for debts of this nature), as additional rent. Any payment of
Basic Rent, Escalation Charges or other sums payable hereunder not paid when due shall bear interest at the rate
as aforesaid from the date thereof an shall be payable on demand by Landlord, as additional rent.

31. HOLDING OVER. Any holding over by Tenant after the expiration or sooner termination of the Term of this
Lease shall be treated as a daily at sufferance at a rate equal to one and 50/100 (1.50) times the sum of (i) Basic
Rent then in effect plus (ii) Escalation Charges and all other charges herein provided for (prorated on a daily
basis). Tenant shall also pay to Landlord all damages, direct and/or indirect (including without limitation, the loss
of a tenant and of rental income) sustained by reason of any such holding over. Otherwise, such holding over shall
be on the terms and conditions set forth in this Lease as far as applicable.

32. SURRENDER OF PREMISES. Upon the expiration or earlier termination of the Term of this Lease, Tenant
shall peaceably quit and surrender to Landlord the Premises in neat and clean condition and in good order,
condition and repair and otherwise in the same conditions as Tenant is required to maintain the Premises under
Section 11 above, excepting only reasonable wear and tear and damage by fire or other casualty. Tenant shall
remove all of Tenant's property and, if and to the extent specified by Landlord (but not otherwise), all Alterations
made by Tenant and all partitions wholly within the Premises unless initially by Landlord in preparing the Premises
for Tenant's occupancy; and Tenant shall repair any damages to the Premises or the Building caused by such
installation or removal.

33. PURPOSELY OMITTED

34. BROKERAGE. Tenant warrants and represents that Tenant has dealt with no broker in connection with the
consummation of this Lease other than the Broker(s) listed in Exhibit 1. In the event of any brokerage claims
against Landlord predicated upon prior dealings with Tenant, Tenant agrees to
defend the same and indemnify Landlord against any such claim (except any claim by the Broker(s) listed in
Exhibit 1).

35. GOVERNING LAW. This Lease shall be governed by and construed in accordance with the law of the
Commonwealth of Massachusetts.

36. WAIVER.

(a.) Failure on the part of either party to seek redress for violation of or to insist upon the strict performance of
any covenant or condition of this Lease shall be deemed a waiver of such violation. Further, no waiver of any
time of any of the provisions hereof Landlord or Tenant shall be construed as a waiver at the subsequent time of
the same provisions. The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease
shall not be deemed to have been a waiver of such breach by Landlord. The consent or approval of Landlord or
Tenant to or of any action by the requiring such consent or approval shall not be construed to waive or render
unnecessary Landlord's or Tenant consent or approval to or of any subsequent similar act by the other.

(b.) No Payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to
Landlord shall be treated otherwise than as a payment on account of the earliest installment of any payment due
from Tenant under the prison hereof. The acceptance by Landlord of a check for a lesser amount with an
endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is
payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other
rights or remedies which Landlord may have against Tenant.

37. COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of this Lease on
payment of the Basic Rent, Escalation Charges and all other sums payable hereunder, and observing, keeping
and performing all of the other terms and provisions of this Lease on Tenant's part to be observed, kept and
performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the Term
hereof, without hindrance or ejection by any person lawfully claiming under Landlord to have title to the Premises
superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied.

38. INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this Lease, or the application
thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

39. PROVISION BINDING, ETC. Except as herein otherwise provided, the terms hereof shall be binding upon
and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant
shall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and
each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition.
The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment
by Tenant, but has reference only to those instances in which Landlord may later give consent to a particular
assignment.

40. RECORDING. Tenant agrees not to record this Lease, but each party hereto agrees on the request of the
other, to execute a memorandum or notice of lease in form recordable and complying with applicable law and
reasonably satisfactory to Landlord's attorneys. In no event shall such document set forth the rent or other
charges payable by Tenant under this Lease; and any such document shall
expressly state that is executed pursuant to the provisions contained in this Lease and is not intended to vary the
terms and conditions of this Lease.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed, under seal, by
persons hereunto duly authorized, in multiple copies, each to be considered an original hereof, as of the Execution
Date stated in Exhibit 1.

          Landlord:                                       Tenant:

          100 & 200 Foxborough Boulevard                  Cyberkinetics, Inc.
          Realty Trust

          By:/s/Charles E. Harlfinger                     By:/s/Tim Surgenor
             ------------------------------                  -------------------------------------
             Charles E. Harlfinger, Trustee                  Tim Surgenor,
             and not individually                            President ana Chief Executive Officer
                                                       EXHIBIT 3

                           FOXBOROUGH BOULEVARD MANAGEMENT, INC.
                                 100 FOXBOROUGH BOULEVARD
                                     FOXBOROUGH, MA 02035
                                   CLEANING SPECIFICATIONS

A. OFFICE AREAS

1. DAILY (MONDAY THROUGH FRIDAY, INCLUSIVE, HOLIDAYS EXCEPTED):

a. Empty and clean all waste receptacles and remove waste material from the Premises.

b. Sweep and dust mop all uncarpeted areas using a dust treated mop.

c. Vacuum all rugs and carpeted areas.

d. Hand dust and wipe clean with treated cloth window sills, door ledges, within normal reach.

e. Wash clean all water fountains.

f. Wipe clean all brass or other bright work.

g. Clean glass main entrances to Tenant's suites.

h. Upon completion of cleaning, all lights will be turned off and all doors locked, leaving the Premises in an
orderly condition.

2. WEEKLY:

a. Remove all finger marks from private entrance doors, light switches and doorways.

b. Vacuum carpet edges.

c. Dust all ventilating, air conditioning covers and grills.

3. MONTHLY:

a. All resilient tile floors to be washed or cleaned with dry system cleaner.

b. Dust wall hangings and vertical surfaces such as walls, doors and ducts.

c. Dust venetian blinds.

B. LAVATORIES

1. DAILY (MONDAY THROUGH FRIDAY, INCLUSIVE, HOLIDAYS EXCEPTED):

a. Sweep and damp mop floors.

b. Clean all mirrors, powder shelves, dispensers and receptacles, bright work, flushometers, piping and toilet seat
hinges.

c. Wash both sides of all seats.

d. Wash and disinfect all basins, bowls, and urinals and walls around these units.

e. Empty and clean paper towel and sanitary disposal receptacles.
f. Remove waste paper and refuse.

g. Refill tissue holders, soap dispensers, towel dispensers, sanitary dispensers using materials to be furnished by
others.

h. Dust all partitions and walls.
i. A sanitizing solution will be used in all cleaning.

2. MONTHLY

a. Machine scrub floors.

b. Wash all walls and partitions.

C. COMMON AREAS (MAIN LOBBY, ELEVATOR STAIRWELLS, CORRIDORS, BLDG. EXTERIOR)

1. DAILY (MONDAY THROUGH FRIDAY, INCLUSIVE, HOLIDAYS EXCEPTED):

a. Sweep and wash all floors.

b. Wash all rubber mats.

c. Empty and clean all ashtrays and waste receptacles.

d. Clean elevator, wipe down walls and doors.

e. Clean any metal work inside lobby.

f. Clean any metal work surrounding building entrance doors.

g. Clean entrance glass.

h. Spot clean carpet stairs.

i. Sweep exterior entrances to building.

2. WEEKLY:

a. In Stairwells: sweep and remove debris, dust walls, and doors, damp wipe handrails, vacuum stairs, and wash
treads and landings, as needed.

b. Wash or vacuum elevator floor.
                                                      Exhibit 4

                            RULES AND REGULATION ATTACHED TO AND
                                   MADE A PART OF THIS LEASE

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall
not be obstructed or encumbered by any Tenant or used for any purposes other than for ingress to and egress
from the demised premises and for delivery of merchandise and equipment in a prompt and efficient manner using
elevators and passageways designated for such delivery by Landlord. There shall not be used in any space, or in
the public hall of the building, either by any Tenants or others in the delivery or receipt of merchandise, any hand
trucks, except those equipped with rubber tires and sideguards. At no time is any vehicle to be on the sidewalks
or brick entrances.

2. The water and wash closets and plumbing fixtures shall not be used for any purpose other than those for which
they were designed or constructed and no sweeping, rubbish, gas, acids, or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be
borne by the Tenant or their clerks, agents, employees, or visitors, who have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of the building; and no Tenant shall
sweep or throw or permit to be swept or thrown from the demised premises any dirt or other substances into any
of the corridors, halls, elevators, or out of the doors or windows or stairway of the building and Tenant shall not
use, keep or permit to be used any foul or noxious gas or substance in the demised premised in a manner
offensive or objectionable to Landlord or other occupants of the building. There shall be no noise, odors and/or
vibrations permitted that interfere in any way with other Tenants or those having business therein, nor shall any
animals or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the building is
prohibited. Tenants and Tenant's employees shall use ashtrays outside the building, provided by Landlord, for
disposal of cigarettes or cigars. No cigarettes or cigars are to be thrown on the grounds of the building.

4. No awnings or other projections shall be attached to the outside walls of the buildings without the prior written
consent of the Landlord.

5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant
on any part of the outside of the demised premises or the building or the common area or on the inside of the
demised premises if the same is visible from the outside of the premised without the prior written consent of
Landlord, except that the name of Tenant may appear on the entrance door of the premises. In the event of the
violation of the foregoing by the Tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to Tenant or Tenants violating this rule. Interior signs on doors and directory
tablet shall be inscribed, painted or affixed for each Tenant by Landlord in accordance with building standard
signage.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the demised premises or the building of
which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written
consent of the Landlord, and as Landlord may direct. No Tenant shall lay linoleum, or other similar floor
covering, so that the same shall come in direct contact with the floor of the demised premised, and, if linoleum of
other similar floor covering is desired to be used and
interlining of builder's deadening felt shall be first affixed to the floor, by paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

7. Any Tenant shall place no additional locks or bolts of any kind upon any of the doors or windows, nor shall
any changes be made in existing locks or mechanism thereof without Landlord's prior written consent. Each
Tenant must, upon the termination of his Tenancy, restore to Landlord all keys of offices and toilet rooms, either
furnished to, or produce by Tenant and in the event of the loss of keys, so furnished, such Tenant shall pay to
Landlord the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to
and removed from the premises only on the freight elevators and through the service entrances and corridors, and
only during hours and in a manner approved by the Landlord. Landlord reserves the right to inspect all freight to
be brought into the building and to exclude from the building all freight which violates any of these Rules and
Regulations of the lease of which these Rules and Regulations are a part.

9. No Tenant shall obtain for use upon the demised premises ice, towel, and other similar services, or accept
barbering or bootblacking services in the demised premises, except from persons authorized by Landlord, and at
hours and under regulations fixed by Landlord. Canvassing, soliciting and peddling in the building is prohibited
and each tenant shall cooperate to prevent the same.

10. Landlord reserves the right to exclude from the building between the hours of 6:00 p.m. and 7:00 a.m., after
1:00 p.m. on Saturdays, and at all hours on Sundays and legal holidays all persons who do not posses a valid
security access card. Landlord will furnish cards to persons for whom any Tenant requires same in writing. Each
Tenant shall be responsible for all persons for whom he requests such cards or entrance and shall be liable to
Landlord for all acts of such persons.

11. Landlord shall have the right to prohibit any advertising incorporating the Building name and picture by any
Tenant which, in Landlord's opinion, tends to impair the reputation of the building or its desirability as a building
for offices, and upon written notice from Landlord. Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or not the demised premises, any inflammable,
combustible or explosive fluid, material, chemical or substance, or any unusual or other objectionable odors to
permeate in or emanate from the demised premises.

13. As the building contains central air conditioning and ventilation Tenant agrees to keep all windows closed at
all times and to abide by the rules and regulations issued by the Landlord with respect to such services. If Tenant
requires air conditioning or ventilation after the usual hours, Tenant shall give 24 hours notice to building
management.

14. In the event that the Tenant requires maintenance services beyond those required to be provided by Landlord
in accordance with Article 13 hereof, including, without limitation, any services provided by the Building
Superintendent during moves to, from or within the Building, Tenant shall reimburse Landlord for those services
for each hour or fraction thereof, of the Building Superintendent's time spent on each services, plus five percent
(5%). Payment for such services shall be made following receipt of a billing for such services.

15. No commercial vehicles exceeding 1 ton are to enter or exit the Building and/or the Business Center at
Central Street in accordance with the town of Foxborough.
                                                   EXHIBIT 10.8

                                       MASTER LEASE AGREEMENT
                                               (QUASI)

dated as of NOVEMBER 18, 2003 ("AGREEMENT")

THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its
successors and assigns, if any, "LESSOR") and CYBERKINETICS, INC. ("LESSEE"). Lessor has an office at
401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. Lessee is a corporation organized and existing under the
laws of the state of Delaware. Lessee's mailing address and chief place of business is 100 Foxborough
Boulevard, Foxborough, MA 02035. This Agreement contains the general terms that apply to the leasing of
Equipment from Lessor to Lessee, Additional terms that apply to the Equipment (term, rent, options, etc.) shall
be contained on a schedule ("SCHEDULE").

1. LEASING:

(a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment and other property
("EQUIPMENT") described in any Schedule signed by both parties.

(b) Lessor shall purchase Equipment from the manufacturer or supplier ("SUPPLIER") and lease it to Lessee if
on or before the Last Delivery Date (specified in the Schedule) Lessor receives (i) a Schedule for the Equipment,
(ii) evidence of insurance which complies with the requirements of Section 8, and (iii) such other documents as
Lessor may reasonably request. Each of the documents required above must be in form and substance
satisfactory to Lessor. Lessor hereby appoints Lessee its agent for inspection and acceptance of the Equipment
from the Supplier. Once the Schedule is signed, the Lessee may not cancel the Schedule.

2. TERM, RENT AND PAYMENT;

(a) The rent payable for the Equipment and Lessee's right to use the Equipment shall begin on the earlier of (i) the
date when the Lessee signs the Schedule and accepts the Equipment or (ii) when Lessee has accepted the
Equipment under a Certificate of Acceptance ("LEASE COMMENCEMENT DATE"). The term of this
Agreement shall be the period specified in the applicable Schedule. The word "term" shall include all basic and
any renewal terms.

(b) Lessee shall pay rent to Lessor at its address stated above, except as otherwise directed by Lessor. Rent
payments shall be in the amount set forth in, and due as stated in the applicable Schedule. If any Advance Rent
(as stated in the Schedule) is payable, it shall be due when the Lessee signs the Schedule. Advance Rent shall be
applied to the first rent payment and the balance, if any, to the final rent payment(s) under such Schedule. In no
event shall any Advance Rent or any other rent payments be refunded to Lessee. If rent is not paid within ten
(10) days of its due date, Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and in addition to,
the amount of such rent but not exceeding the lawful maximum, if any.

3. TAXES:

(a)If permitted by law, Lessee shall report and pay promptly all taxes, fees and assessments due, imposed,
assessed or levied against any Equipment (or purchase, ownership, delivery, leasing, possession, use or operation
thereof), this Agreement (or any rents or receipts hereunder), any Schedule, Lessor or Lessee by any
governmental entity or taxing authority during or related to the term of this Agreement, including, without
limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise,
stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon
(collectively "TAXES"). Lessee shall have no liability for Taxes imposed by the United States of America or any
State or political subdivision thereof which are on or measured by the net income of Lessor. Lessee shall
promptly reimburse Lessor (on an after tax basis) for any Taxes charged to or assessed against Lessor. Lessee
shall send Lessor a copy of each report or return and evidence of Lessees payment of Taxes upon request.

(b)Lessee's obligations, and Lessor's rights and privileges, contained in this Section 3 shall survive the expiration
or other termination of this Agreement.
4. REPORTS:

(a) If any tax or other lien shall attach to any Equipment, Lessee will notify Lessor in writing, within ten (10) days
after Lessee becomes aware of the tax or lien. The notice shall include the full particulars of the tax or lien and the
location of such Equipment on the date of the notice.
(b)Lessee will deliver to Lessor Lessees complete financial statements, certified by a recognized firm of certified
public accountants, within one hundred fifty (150) days of the close of each fiscal year of Lessee. If Lessor
requests, Lessee will deliver to Lessor copies of Lessee's quarterly financial report certified by the chief financial
officer of Lessee, within ninety (90) days of the close of each fiscal quarter of Lessee. Lessee will deliver to
Lessor ail Forms 10-K and 10Q, if any, filed with the Securities and Exchange Commission within thirty (30)
days after the date on which they are filed.

(c)Lessor may inspect any Equipment during normal business hours after giving Lessee reasonable prior notice.

(d)Lessee will keep the Equipment at the Equipment Location (specified in the applicable Schedule) and will give
Lessor prior written notice of any relocation of Equipment. If Lessor requests, Lessee will promptly notify Lessor
in writing of the location of any Equipment,

(e)If any Equipment is lost or damaged (where the estimated repair costs would exceed the greater of ten percent
(10%) of the original Equipment cost or ten thousand and 00/100 dollars ($10,000)), or is otherwise involved in
an accident causing personal injury or property damage, Lessee will promptly and fully report the event to Lessor
in writing.

(f)Lessee will furnish a certificate of an authorized officer of Lessee stating that he has reviewed the activities of
Lessee and that, to the best of his knowledge, there exists no default or event which with notice or lapse of time
(or both) would become such a default within thirty (30) days after any request by Lessor.

(g)Lessee will promptly notify Lessor of any change in Lessee's state of incorporation or organization.

5. DELIVERY, USE AND OPERATION:

(a) All Equipment shall be shipped directly from the Supplier to Lessee.

(b) Lessee agrees that the Equipment will be used by Lessee solely in the conduct of its business and in a manner
complying with all applicable laws, regulations and insurance policies, and Lessee shall not discontinue use of the
Equipment.

(c) Lessee will not move any equipment from the location specified on the Schedule, without the prior written
consent of Lessor.

(d) Lessee will keep the Equipment free and clear of all liens and encumbrances other than those which result
from acts of Lessor.

(e) Lessor shall not disturb Lessees quiet enjoyment of the Equipment during the term of the Agreement unless a
default has occurred and is continuing under this Agreement.

6. MAINTENANCE:

(a) Lessee will, at its sole expense, maintain each unit of Equipment in good operating order and repair, normal
wear and tear excepted. The Lessee shall also maintain the Equipment in accordance with manufacturers
recommendations. Lessee shall make all alterations or modifications required to comply with any applicable law,
rule or regulation during the term of this Agreement. If Lessor requests, Lessee shall affix plates, tags or other
identifying labels showing ownership thereof by Lessee and Lessor's security interest therein. The tags or labels
shall be placed in a prominent position on each unit of Equipment.

(b) Lessee will not attach or install anything on the Equipment that will impair the originally intended function or
use of such Equipment without the prior written consent of Lessor. All additions, parts, supplies, accessories, and
equipment ("ADDITIONS") furnished or attached to any Equipment that are not readily removable shall become
subject to the lien of Lessor. All Additions shall be made only in compliance with applicable law. Lessee will not
attach or install any Equipment to or in any other personal or real property without the prior written consent of
Lessor.

7. STIPULATED LOSS VALUE: If for any reason any unit of Equipment becomes worn out, lost, stolen,
destroyed, irreparably damaged or unusable ("CASUALTY OCCURRENCES") Lessee shall promptly and fully
notify Lessor in writing. Lessee shall pay Lessor the sum of (i) the Stipulated Loss Value (see Schedule) of the
affected unit determined as of the rent payment date prior to the Casualty Occurrence; and (ii) all rent and other
amounts which are then due under this Agreement on the Payment Date (defined below) for the affected unit. The
Payment Date shall be the next rent payment date after the Casualty Occurrence. Upon payment of all sums due
hereunder, the term of this lease as to such unit shall terminate.
8. INSURANCE:

(a) Lessee shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of Equipment from
any cause whatsoever from the time the Equipment is shipped to Lessee,

(b) Lessee agrees, at its own expense, to keep all Equipment insured for such amounts and against such hazards
as Lessor may reasonably require. All such policies shall be with companies, and on terms, reasonably
satisfactory to Lessor. The insurance shall include coverage for damage to or loss of the Equipment, liability for
personal injuries, death or property damage. Lessor shall be named as additional insured with a loss payable
clause in favor of Lessor, as its interest may appear, irrespective of any breach of warranty or other act or
omission of Lessee. The insurance shall provide for liability coverage in an amount equal to at least ONE
MILLION U.S, DOLLARS ($1,000,000.00) total liability per occurrence, unless otherwise stated in any
Schedule. The casualty/property damage coverage shall be in an amount equal to the higher of the Stipulated
Loss value or the full replacement cost of the Equipment. No insurance shall be subject to any co-insurance
clause. The insurance policies shall provide that the insurance may not be altered or canceled by the insurer until
after thirty (30) days written notice to Lessor. Lessee agrees to deliver to Lessor evidence of insurance
reasonably satisfactory to Lessor.

(c) Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make proof of loss and claim for insurance,
and to make adjustments with insurers and to receive payment of and execute or endorse all documents, checks
or drafts in connection with insurance payments. Lessor shall not act as Lessees attorney-in- fact unless Lessee is
in default. Lessee shall pay any reasonable expenses of Lessor in adjusting or collecting insurance. Lessee will not
make adjustments with insurers except with respect to claims for damage to any unit of Equipment where the
repair costs are less than the lesser of ten percent (10%) of the original Equipment cost or ten thousand and
00/100 dollars ($10,000). Lessor may, at its option, apply proceeds of insurance, in whole or in part, to (i) repair
or replace Equipment or any portion thereof, or (ii) satisfy any obligation of Lessee to Lessor under this
Agreement.

9. RETURN OF EQUIPMENT:

(a) At the expiration or termination of this Agreement or any Schedule, Lessee shall perform any testing and
repairs required to place the units of Equipment in the same condition and appearance as when received by
Lessee (reasonable wear and tear excepted) and in good working order for the original intended purpose of the
Equipment, If required the units of Equipment shall be deinstalled, disassembled and crated by an authorized
manufacturer's representative or such other service person as is reasonably satisfactory to Lessor. Lessee shall
remove installed markings that are not necessary for the operation, maintenance or repair of the Equipment. All
Equipment will be cleaned, cosmetically acceptable, and in such condition as to be immediately installed into use
in a similar environment for which the Equipment was originally intended to be used. All waste material and fluid
must be removed from the Equipment and disposed of in accordance with then current waste disposal laws.
Lessee shall return the units of Equipment to a location within the continental United States as Lessor shall direct.
Lessee shall obtain and pay for a policy of transit insurance for the redelivery period in an amount equal to the
replacement value of the Equipment. The transit insurance must name Lessor as the loss payee. The Lessee shall
pay for all costs to comply with this section (a).

(b) Until Lessee has fully complied with the requirements of Section 9(a) above, Lessee's rent payment obligation
and all other obligations under this Agreement shall continue from month to month notwithstanding any expiration
or termination of the lease term. Lessor may terminate the Lessee's right to use the Equipment upon ten (10) days
notice to Lessee.

(c) Lessee shall provide to Lessor a detailed inventory of all components of the Equipment including model and
serial numbers. Lessee shall also provide an up-to-date copy of all other documentation pertaining to the
Equipment. All service manuals, blue prints, process flow diagrams, operating manuals, inventory and
maintenance records shall be given to Lessor at least ninety (90) days and not more than one hundred twenty
(120) days prior to lease termination.

(d) Lessee shall make the Equipment available for on-site operational inspections by potential purchasers at least
one hundred twenty (120) days prior to and continuing up to lease termination. Lessor shall provide Lessee with
reasonable notice prior to any inspection. Lessee shall provide personnel, power and other requirements
necessary to demonstrate electrical, hydraulic and mechanical systems for each item of Equipment.

10. DEFAULT AND REMEDIES:

(a) Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any
other sum when due and fails to cure the breach within ten (10) days; (ii) Lessee breaches any of its insurance
obligations under Section 8; (iii) Lessee breaches any of its other obligations and fails to cure that breach within
thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in
connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or
other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes insolvent or ceases to do
business as a going concern;
(vi) any Equipment is illegally used; (vii) if Lessee or any Guarantor is a natural person, any death or
incompetency of Lessee or such Guarantor; (viii) a petition is filed by or against Lessee or any Guarantor under
any bankruptcy or insolvency laws and in the event of an involuntary petition, the petition is not dismissed within
forty-five (45) days of the filing date; or (ix) Lessee defaults under any other material
obligation for (A) borrowed money, (B) the deferred purchase price of property, or (C) payments due under
lease agreements. The default declaration shall apply to all Schedules unless specifically excepted by Lessor.

(b) After a default, at the request of Lessor, Lessee shall comply with the provisions of Section 9(a). Lessee
hereby authorizes Lessor to peacefully enter any premises where any Equipment may be and take possession of
the Equipment. Lessee shall immediately pay to Lessor without further demand as liquidated damages for loss of
a bargain and not as a penalty, the Stipulated Loss Value of the Equipment. (calculated as of the rent payment
date prior to the declaration of default), and all rents and other sums then due under this Agreement and all
Schedules. Lessor may terminate this Agreement as to any or all of the Equipment. A termination shall occur only
upon written notice by Lessor to Lessee and only as to the units of Equipment specified in any such notice.
Lessor may, but shall not be required to, sell Equipment at private or public sale, in bulk or in parcels, with or
without notice, and without having the Equipment present at the place of sale. Lessor may also, but shall not be
required to, lease, otherwise dispose of or keep idle all or part of the Equipment. Lessor may use Lessee's
premises for a reasonable period of time for any or all of the purposes stated above without liability for rent,
costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in the
following order of priorities: (i) to pay all of Lessor's costs, charges and expenses incurred in taking, removing,
holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (ii) to the extent not previously
paid by Lessee, to pay Lessor all sums due from Lessee under this Agreement; then (iii) to reimburse to Lessee
any sums previously paid by Lessee as liquidated damages; and then (iv) to Lessee, if there exists any surplus.
Lessee shall immediately pay any deficiency in (i) and
(ii) above.

(c) The foregoing remedies are cumulative, and any or all thereof may be exercised instead of or in addition to
each other or any remedies at law, in equity, or under statute. Lessee waives notice of sale or other disposition
(and the time and place thereof), and the manner and place of any advertising. Lessee shall pay Lessor's actual
attorney's fees incurred in connection with the enforcement, assertion, defense or preservation of Lessor's rights
and remedies under this Agreement, or if prohibited by law, such lesser sum as may be permitted. Waiver of any
default shall not be a waiver of any other or subsequent default.

(d) Any default under the terms of this or any other agreement between Lessor and Lessee may be declared by
Lessor a default under this and any such other agreement.

11. ASSIGNMENT: LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR SUBLET
ANY EQUIPMENT OR THE INTEREST OF LESSEE IN THE EQUIPMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR. Lessor may, without the consent of Lessee, assign this Agreement, any
Schedule or the right to enter into a Schedule. Lessee agrees that if Lessee receives written notice of an
assignment from Lessor, Lessee will pay all rent and all other amounts payable under any assigned Schedule to
such assignee or as instructed by Lessor. Lessee also agrees to confirm in writing receipt of the notice of
assignment as may be reasonably requested by assignee. Lessee hereby waives and agrees not to assert against
any such assignee any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time
have against Lessor for any reason whatsoever.

12. NET LEASE: Lessee is unconditionally obligated to pay all rent and other amounts due for the entire lease
term no matter what happens, even if the Equipment is damaged or destroyed, if it is defective or if Lessee no
longer can use it. Lessee is not entitled to reduce or set-off against rent or other amounts due to Lessor or to
anyone to whom Lessor assigns this Agreement or any Schedule whether Lessees claim arises out of this
Agreement, any Schedule, any statement by Lessor, Lessors liability or any manufacturers liability, strict liability,
negligence or otherwise.

13. INDEMNIFICATION:

(a) Lessee hereby agrees to indemnify Lessor, its agents, employees, successors and assigns (on an after tax
basis) from and against any and all losses, damages, penalties, injuries, claims, actions and suits, including legal
expenses, of whatsoever kind and nature arising out of or relating to the Equipment or this Agreement, except to
the extent the losses, damages, penalties, injuries, claims, actions, suits or expenses result from Lessors gross
negligence or willful misconduct ("CLAIMS"). This indemnity shall include, but is not limited to, Lessor's strict
liability in tort and Claims, arising out of (i) the selection, manufacture, purchase, acceptance or rejection of
Equipment, the ownership of Equipment during the term of this Agreement, and the delivery, lease, possession,
maintenance, uses, condition, return or operation of Equipment (including, without limitation, latent and other
defects, whether or not discoverable by Lessor or Lessee and any claim for patent, trademark or copyright
infringement or environmental damage) or (ii) the condition of Equipment sold or disposed of after use by Lessee,
any sublessee or employees of Lessee. Lessee shall, upon request, defend any actions based on, or arising out of,
any of the foregoing subject to prompt notice of any matter as to which indemnification may be sought and the
opportunity to defend the same with counsel of Lessee's selection at Lessee's cost.

(b) All of Lessor's rights, privileges and indemnities contained in this
Section 13 shall survive the expiration or other termination of this Agreement. The rights, privileges and
indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its
successors and assigns.
14. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT
WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES
NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH
RESPECT TO THE EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN,
COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT,
TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor and
Lessee, are to be borne by Lessee. Without limiting the foregoing, Lessor shall have no responsibility or liability
to Lessee or any other person with respect to any of the following: (i) any liability, loss or damage caused or
alleged to be caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect
(latent or otherwise) of the Equipment, or any other circumstance in connection with the Equipment; (ii) the use,
operation or performance of any Equipment or any risks relating to it; (iii) any interruption of service, loss of
business or anticipated profits or consequential damages; or (iv) the delivery, operation, servicing, maintenance,
repair, improvement or replacement of any Equipment. If, and so long as, no default exists under this Agreement,
Lessee shall be, and hereby is, authorized during the term of this Agreement to assert and enforce, whatever
claims and rights Lessor may have against any Supplier of the Equipment at Lessee's sole cost and expense, in
the name of and for the account of Lessor and/or Lessee, as their interests may appear.

15. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee makes each of the following
representations and warranties to Lessor on the date hereof and on the date of execution of each Schedule:

(a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related
documents (together, the "DOCUMENTS"). Lessee is duly qualified to do business wherever necessary to carry
on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located.

(b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and
binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.

(c) No approval, consent or withholding of objections is required from any governmental authority or entity with
respect to the entry into or performance by Lessee of the Documents except such as have already been obtained.

(d) The entry into and performance by Lessee of the Documents will not:
(i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of
Incorporation or bylaws; or (ii) result in any breach of, constitute a default under or result in the creation of any
lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage,
deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a
party.

(e) There are no suits or proceedings pending or threatened in court or before any commission, board or other
administrative agency against or affecting Lessee, which if decided against Lessee will have a material adverse
effect on the ability of Lessee to fulfill its obligations under this Agreement.

(f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property.

(g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted
accounting principles consistently applied. Since the date of the most recent financial statement, there has been no
material adverse change.

(h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and Lessee is and will be at all
times validly existing and in good standing under the laws of the State of its incorporation (specified in the first
sentence of this Agreement).

(i) The Equipment will at all times be used for commercial or business purposes.

(j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without
limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be
(Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign
Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC
pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b),
(c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other
similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and
government guidance on BSA compliance and on the prevention and detection of money laundering violations.
16. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:

(a) For income tax purposes, the parties hereto agree that it is their mutual intention that Lessee shall be
considered the owner of the Equipment. Accordingly, Lessor agrees (i) to treat Lessee as the owner of the
Equipment on its federal income tax return, (ii) not to take actions or positions inconsistent with such treatment on
or with respect to its federal income tax return, and (iii) not to claim any tax benefits available to an owner of the
Equipment on or with respect to its federal income tax return. The foregoing undertakings by Lessor shall not be
violated by Lessor's taking a tax position inconsistent with the foregoing sentence to the extent such a position is
required by law or is taken through inadvertence so long as such inadvertent tax position is reversed by Lessor
promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax
benefits available to the owner of the Equipment.

(b) Lessee hereby grants to Lessor a first security interest in the Equipment, together with all additions,
attachments, accessions, accessories and accessions thereto whether or not furnished by the Supplier of the
Equipment and any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or
other proceeds of the property in and against which a security interest is granted hereunder. This security interest
is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of
Lessee to Lessor, now existing or arising in the future under this Agreement or any Schedules attached hereto,
and any renewals, extensions and modifications of such debts, obligations and liabilities.

(c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any
Schedule is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to
the contrary in any Schedule or this Agreement, in no event shall any Schedule require the payment or permit the
collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is
contracted for, charged or received under any Schedule or this Agreement, or in the event that all of the principal
balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged
or received under any Schedule or this Agreement shall exceed the maximum amount of interest permitted by
applicable law, then in such event (i) the provisions of this paragraph shall govern and control, (ii) neither Lessee
nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount
of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law,
(iii) any such excess which may have been collected shall be either applied as a credit against the then unpaid
principal balance or refunded to Lessee, at the option of the Lessor, and (iv) the effective rate of interest shall be
automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter
construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under any Schedule or this Agreement
which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall
be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time
contracted for, charged or received from Lessee or otherwise by Lessor in connection with such indebtedness;
provided, however, that if any applicable state law is amended or the law of the United States of America
preempts any applicable state law, so that it becomes lawful for Lessor to receive a greater interest per annum
rate than is presently allowed, the Lessee agrees that, on the effective date of such amendment or preemption, as
the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate
allowed by the amended state law or the law of the United States of America.

17. EARLY TERMINATION:

(a) On or after the First Termination Date (specified in the applicable Schedule), Lessee may, so long as no
default exists hereunder, terminate this Agreement as to all (but not less than all) of the Equipment on such
Schedule as of a rent payment date ("TERMINATION DATE"). Lessee must give Lessor at least ninety (90)
days prior written notice of the termination.

(b) Lessee shall, and Lessor may, solicit cash bids for the Equipment on an AS IS, WHERE IS BASIS without
recourse to or warranty from Lessor, express or implied ("AS IS BASIS"). Prior to the Termination Date,
Lessee shall (i) certify to Lessor any bids received by Lessee and (ii) pay to Lessor (A) the Termination Value
(calculated as of the rent due on the Termination Date) for the Equipment, and (B) all rent and other sums due
and unpaid as of the Termination Date.
(c) If all amounts due hereunder have been paid on the Termination Date, Lessor shall (i) sell the Equipment on
an AS IS BASIS for cash to the highest bidder and (ii) refund the proceeds of such sale (net of any related
expenses) to Lessee up to the amount of the Termination Value. If such sale is not consummated, no termination
shall occur and Lessor shall refund the Termination Value (less any expenses incurred by lessor) to Lessee.

(d) Notwithstanding the foregoing, Lessor may elect by written notice, at any time prior to the Termination Date,
not to sell the Equipment. In that event, on the Termination Date Lessee shall (i) return the Equipment (in
accordance with Section 9) and (ii) pay to Lessor all amounts required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.
18. EARLY PURCHASE OPTION:

(a) Lessee may purchase on an AS IS BASIS all (but not less than all) of the Equipment on any Schedule on any
Rent Payment Date after the First Termination Date specified in the applicable Schedule but prior to the last Rent
Payment Date of such Schedule (the "EARLY PURCHASE DATE"), for a price equal to
(i) the Termination Value (calculated as of the Early Purchase Date) for the Equipment, and (ii) all rent and other
sums due and unpaid as of the Early Purchase Date (the "EARLY OPTION PRICE"), plus all applicable sales
taxes. Lessee must notify Lessor of its intent to purchase the Equipment in writing at least thirty (30) days, but not
more than two hundred seventy (270) days, prior to the Early Purchase Date. If Lessee is in default or if the
Schedule or this Agreement has already been terminated, Lessee may not purchase the Equipment. (The
purchase option granted by this subsection shall be referred to herein as the "EARLY PURCHASE OPTION").

(b) If Lessee exercises its Early Purchase Option, then on the Early Purchase Date, Lessee shall pay to Lessor
any rent and other sums due and unpaid on the Early Purchase Date and Lessee shall pay the Early Option Price,
plus all applicable sales taxes, to Lessor in cash.

19. END OF LEASE PURCHASE OPTION: Lessee may, at lease expiration, purchase all (but not less than
all) of the Equipment on any Schedule on an AS IS BASIS for cash equal to the amount indicated on such
Schedule (the "OPTION PAYMENT"), plus all applicable sales taxes. The Option Payment, plus all applicable
sales taxes, shall be due and payable in immediately available funds on the expiration date of such Schedule.
Lessee must notify Lessor of its intent to purchase the Equipment in writing at least one hundred eighty (180)
days prior to the expiration date of the Schedule. If Lessee is in default, or if the Schedule or this Agreement has
already been terminated, Lessee may not purchase the Equipment.

20. MISCELLANEOUS:

(a) LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT,
ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN
LESSEE AND LESSOR. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS
WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

(b) Any cancellation or termination by Lessor of this Agreement, any Schedule, supplement or amendment
hereto, or the lease of any Equipment hereunder shall not release Lessee from any then outstanding obligations to
Lessor hereunder. All Equipment shall at all times remain personal property even though it may be attached to
real property. The Equipment shall not become part of any other property by reason of any installation in, or
attachment to, other real or personal property.

(c) Time is of the essence of this Agreement. Lessor's failure at any time to require strict performance by Lessee
of any of the provisions hereof shall not waive or diminish Lessor's right at any other time to demand strict
compliance with this Agreement. Lessee agrees, upon Lessor's request, to execute, or otherwise authenticate,
any document, record or instrument necessary or expedient for filing, recording or perfecting the interest of
Lessor or to carry out the intent of this Agreement. In addition, Lessee hereby authorizes Lessor to file a financing
statement and amendments thereto describing the Equipment described in any and all Schedules now and
hereafter executed pursuant hereto and adding any other collateral described therein and containing any other
information required by the applicable Uniform Commercial Code. Lessee irrevocably grants to Lessor the
power to sign Lessee's name and generally to act on behalf of Lessee to execute and file financing statements and
other documents pertaining to any or all of the Equipment. Lessee hereby ratifies its prior authorization for Lessor
to file financing statements and amendments thereto describing the Equipment and containing any other
information required by any applicable law (including without limitation the Uniform Commercial Code) if filed
prior to the date hereof. All notices required to be given hereunder shall be deemed adequately given if sent by
registered or certified mail to the addressee at its address stated herein, or at such other place as such addressee
may have specified in writing. This Agreement and any Schedule and Annexes thereto constitute the entire
agreement of the parties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION
OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS,
SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE
OF THE PARTIES HERETO

(d) If Lessee does not comply with any provision of this Agreement, Lessor shall have the right, but shall not be
obligated, to effect such compliance, in whole or in part. All reasonable amounts spent and obligations incurred or
assumed by Lessor in effecting such compliance shall constitute additional rent due to Lessor. Lessee shall pay
the additional rent within five days after the date Lessor sends notice to Lessee requesting payment. Lessor's
effecting such compliance shall not be a waiver of Lessee's default.
(e) Any rent or other amount not paid to Lessor when due shall bear interest, from the due date until paid, at the
lesser of eighteen percent (18%) per annum or the maximum rate allowed by law. Any provisions in this
Agreement and any Schedule that are in conflict with any statute, law or applicable rule shall be deemed omitted,
modified or altered to conform thereto.

(f) Lessee hereby irrevocably authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no more
than ten percent [10%] within each Schedule to account for equipment change orders, equipment returns,
invoicing errors, and similar matters. Lessee acknowledges and agrees that the rent shall be adjusted as a result of
the change in the Capitalized Lessor's Cost Lessor shall send Lessee a written notice stating the final Capitalized
Lessor's Cost, if it has changed.

(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE CONFLICT
OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.

(h) Any cancellation or termination by Lessor, pursuant to the provisions of this Agreement, any Schedule,
supplement or amendment hereto, of the lease of any Equipment hereunder, shall not release Lessee from any
then outstanding obligations to Lessor hereunder.

(i) To the extent that any Schedule would constitute chattel paper, as such term is defined in the Uniform
Commercial Code as in effect in any applicable jurisdiction, no security interest therein may be created through
the transfer or possession of this Agreement in and of itself without the transfer or possession of the original of a
Schedule executed pursuant to this Agreement and incorporating this Agreement by reference; and no security
interest in this Agreement and a Schedule may be created by the transfer or possession of any counterpart of the
Schedule other than the original thereof, which shall be identified as the document marked Original and all other
counterparts shall be marked Duplicate.

(j) Each party hereto agrees to keep confidential, the terms and provisions of the Documents and the transactions
contemplated hereby and thereby (collectively, the "TRANSACTIONS"). Notwithstanding the foregoing, the
obligations of confidentiality contained herein, as they relate to the Transactions, shall not apply to the federal tax
structure or federal tax treatment of the Transactions, and each party hereto (and any employee, representative,
or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal tax
structure and federal tax treatment of the Transactions. The preceding sentence is intended to cause each
Transaction to be treated as not having been offered under conditions of confidentiality for purposes of Section
I,6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the
Internal Revenue Code of 1986, as amended, and shall be construed in a manner consistent with such purpose.
In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to the federal tax
structure of the Transactions or any federal tax matter or federal tax idea related to the Transactions.

IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be executed by their duly
authorized representatives as of the date first above written.

              LESSOR:                                               LESSEE:

              GENERAL ELECTRIC CAPITAL CORPORATION                  CYBERKINETICS, INC.

              By: /s/John Edel                                      By: /s/Timothy R. Surgenor
                  -------------------------                             --------------------------

              Name: JOHN EDEL                                       Name: TIMOTHY R. SURGENOR

              Title: SVP                                            Title: PRESIDENT & CEO
                                                 AMENDMENT

THIS AMENDMENT is made as of the 18th day of November, 2003, between General Electric Capital
Corporation ("Lessor") and Cyberkinetics, Inc. ("Lessee") in connection with that certain Master Lease
Agreement, dated as of November 18, 2003 ("Agreement"). The terms of this Amendment are hereby
incorporated into the Agreement as though fully set forth therein. Section references below refer to the section
numbers of the Agreement. The Agreement is hereby amended as follows:

10. DEFAULT AND REMEDIES:

Subsection (a) is hereby amended with the following:

"(a) Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any
other sum when due and fails to cure the breach within ten (10) days; (ii) Lessee breaches any of its insurance
obligations under Section 9; (iii) Lessee breaches any of its other obligations and fails to cure that breach within
thirty (30) days after written notice from Lessor;
(iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading
in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee's obligations hereunder
("GUARANTOR") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally
used; (vii) if Lessee or any Guarantor is a natural person, any death or incompetency of Lessee or such
Guarantor;
(viii) a petition is filed by or against Lessee or any Guarantor under any bankruptcy or insolvency laws and in the
event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the filing date; (ix)
Lessee defaults under any other material obligation for (A) borrowed money, (B) the deferred purchase price of
property, or (C) payments due under lease agreements; (x) there is any dissolution, termination of existence,
merger, or consolidation of Lessee or any Guarantor; or (xi) there is a material adverse change in the Lessee's
financial condition as determined solely by the Lessor in it's reasonable discretion. The default declaration shall
apply to all Schedules unless specifically excepted by Lessor."

TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
TO THEM IN THE AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT. IF THERE IS ANY CONFLICT BETWEEN THE
PROVISIONS OF THE AGREEMENT AND THIS AMENDMENT, THEN THIS AMENDMENT SHALL
CONTROL.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment simultaneously with the
Agreement by signature of their respective authorized representative set forth below.

             GENERAL ELECTRIC CAPITAL CORPORATION                 CYBERKINETICS, INC.

             By: /s/John Edel                                      By: /s/Timothy R. Surgenor
                 -------------------------                             --------------------------

             Name: JOHN EDEL                                       Name: TIMOTHY R. SURGENOR

             Title: SVP                                            Title: PRESIDENT & CEO
                               EQUIPMENT CONCENTRATION RIDER

CYBERKINETICS, INC. ("Customer"), on or before October 31, 2004, shall cause the composition and mix
of Equipment financed after November 18, 2003 under the Master Lease Agreement dated as of November 18,
2003 between Customer and General Electric Capital Corporation to conform to and meet the following
concentration requirements (hereinafter "Concentration Requirements") for each class of Equipment (hereinafter
"Equipment Class") as identified and set forth below. Customer herein represents and warrants that it shall
maintain each such Equipment Class and its respective Concentration Requirement from and after such above
referenced date and continuing thereafter to the end of the term:

                   EQUIPMENT CLASS                                   CONCENTRATION REQUIREMENT

                   Laboratory & Manufacturing                               Minimum of 50%
                   Equipment:

                   Tenant Improvements, Software, & Other
                   "Soft" Costs such as tax, freight,
                   installation, etc. related to the
                   acquisition of the Lab, Manufacturing,
                   Computer Hardware, and General Office
                   Equipment:                                               Maximum of 30%

            Accepted and Agreed:

            Cyberkinetic, Inc.

            By: /s/ Timothy R. Surgenor
                ---------------------------

            Title: PRESIDENT & CEO




Date: 12/8/03
                                                  EXHIBIT 10.9

                                     CLINICAL STUDY AGREEMENT
                                         CYBERKINETICS, INC.

                     FEASIBILITY CLINICAL STUDY OF THE CYBERKINETICS
                        BRAINGATE(TM) NEURAL INTERFACE SYSTEM

This document sets forth an Agreement ("Agreement") among Cyberkinetics, Inc.
("Cyberkinetics"), Jon Mukand, M.D., Ph.D. (the "Principal Investigator or PI")
and Sargent Rehabilitation Center ("Institution") regarding the performance of certain services by the Institution
for a Cyberkinetics clinical study as described in the Protocol entitled DD-CP-0002, "Feasibility Study of the
BrainGate(TM) Neural Interface System Feasibility Study in Patients Unable to Use Their Hands" (the "Study") a
copy of which is attached as Attachment "A" and incorporated herein by reference, in accordance with the
protocol set forth therein (the "Study Protocol"). The Effective Date of the Agreement is December 22, 2003.

WHEREAS, Cyberkinetics is desirous of conducting clinical research (hereinafter the "Research") at the
Institution.

WHEREAS, the Institution is an educational, research and/or health care institution and is desirous of conducting
the Research in order to advance its educational and scientific clinical research missions and promote the health of
the public; the parties agree as follows:

1. PERFORMANCE

(a) The PI and Institution agrees to use their best efforts to perform the Study in accordance with the instructions,
timing and directions set forth in the Study Protocol, and all applicable laws and regulations, as well as any
amendments to the Study Protocol that are mutually agreed to and documented by the parties. The Principal
Investigator will use his/her reasonable best efforts to perform all the services described herein, or incidental to
those described herein, at the Institution in accordance with the highest standards of medical and clinical research
practice. The Study will be conducted in accordance with the Study Protocol and all applicable laws and
regulations, as well as any amendments to that protocol mutually agreed to and documented by the parties hereto.
In the event of a conflict between this Agreement and the Study Protocol the terms of this Agreement will govern.
The parties acknowledge that this is a multi-center study with overall enrollment and implant limits, so Principal
Investigator agrees to coordinate patient enrollments with Cyberkinetics such that these limits are not exceeded.
The PI and Institution agree to ensure that an Institutional Review Board ("IRB") that complies with the
requirements of 21 C.F.R. Part 56 will be responsible for the initial and continuing review and approval of the
Study. The parties also agree to promptly report to the IRB and each other all changes in the research activity
and all unanticipated problems involving risk to human subjects or others. Additionally the parties agree to not
make any changes in the study without IRB approval except where necessary to eliminate apparent immediate
hazards to human subject.

(b) If Jon Mukand, M.D., Ph.D. ceases to serve as Principal Investigator for any reason, Principal Investigator
and Institution shall promptly notify Cyberkinetics, and Institution and Cyberkinetics shall use reasonable good
faith efforts to identify a mutually acceptable

Confidential 1/7/2004

                                                      Page 1
replacement within thirty (30) days. If a suitable replacement Principal Investigator cannot be identified within the
thirty day period, Cyberkinetics shall have the right to terminate this Agreement as provided in Section 12.
Institution will make reasonable efforts to complete the study for patients that are already enrolled or work with
Cyberkinetics to transfer these patients to another Study site.

(c) Performance of the Study under this Agreement shall commence not later than March, 2004, unless
appropriate IRB approval(s) are not obtained by March, 2004, in which case performance shall commence
immediately after obtaining such approvals. Regarding the performance hereunder, time is of the essence. In case
of delayed performance, this Agreement may at Cyberkinetics' request, be extended for subsequent periods until
the Study is completed.

(d) In full payment and compensation for the performance under this Agreement, Cyberkinetics will cover all
direct and indirect costs of the Study as agreed to on the separate budget in Attachment B. Invoices will be
generated by the PI and sent to Cyberkinetics for payment. An initial payment of will be made to cover IRB and
start-up costs. Subsequently, the PI will invoice Cyberkinetics as patients complete the visits required by the
Study Protocol. Payments will be made by Cyberkinetics within 30 days of receipt of invoice.

2. TIME FRAME

The parties anticipate that enrollment and implantation of up to five subjects will be completed within four (4)
months of the Effective Date of this Agreement or final Institution Review Board ("IRB") and Food and Drug
Administration ("FDA") Investigational Device Exemption ("IDE") approval, whichever occurs later.

3. INVENTIONS; WARRANTIES

(a) All rights, title and interest in and to Cyberkinetics' BrainGate(TM) and related accessories (the "Device")
shall remain the exclusive property of Cyberkinetics; the Institution and the Principal Investigator shall acquire no
rights of any kind whatsoever with respect to the Device, the know-how incident thereto and any patent
applications and patents related thereto as a result of performance under this Agreement or otherwise. Institution
and the Principal Investigator agree that all inventions, discoveries and technology relating to the Device, whether
patentable or not, conceived or reduced to practice by the Principal Investigator, solely or jointly with others as a
result of work done under this Agreement ("Inventions") shall be and remain, at all times, the sole and exclusive
property of Cyberkinetics. Institution shall promptly report in writing any Invention to Cyberkinetics, and shall
ensure that at all times the Principal Investigator and any investigator participating in the Study that could be
deemed to be an "inventor" of any such Inventions shall be subject to a valid and binding agreement assigning all
of his or her rights to any such Inventions (without cost to Cyberkinetics) to the Institution (which rights are
hereby assigned to Cyberkinetics pursuant to this Section 3). Any and all acts reasonably necessary to assist
Cyberkinetics in perfecting its right to any and all Inventions and any patent applications or patents related thereto
shall be performed by the Institution, and/or

Confidential 1/7/2004

                                                       Page 2
Principal Investigator at Cyberkinetics' expense. Without limiting the foregoing, the Institution shall be entitled to a
royalty-free license to use, for research purposes only, inventions that are developed, discovered or reduced to
practice in the performance of the Study which are owned by Cyberkinetics. The Institution and the Principal
Investigator certify by the execution of this Agreement, that to their knowledge they have not entered, and will not
enter, into any contractual agreement or relationship which would in any way conflict with or compromise
Cyberkinetics' proprietary interest in, or rights to, any inventions, discoveries or technology existing at the time of
the execution of this Agreement or directly arising out of or materially related to the performance hereunder.

(b) The Institution warrants that it or the Principal Investigator will obtain from all individuals subject to the Study
an adequate and properly executed informed consent. The Institution also warrants that the informed consent
form complies with all applicable federal and state laws and regulations. The Institute further warrants that it and
the Principal Investigator will comply with all federal and state laws and regulations concerning record keeping,
project conduct, receipt and disposition of product, and obtaining of adequate informed consent from individuals
subject to treatment in the Study, and that it, the Principal Investigator, and any subinvestigators will comply with
the confidentiality requirements established in Section 9 of this Agreement.

4. DATA

Except as provided in Section 8 of this Agreement, all data and results generated or produced in the Study
except patient and hospital records, including all information required on case report forms in the Protocol
("Data") shall be the sole exclusive property of Cyberkinetics. The investigator shall prepare and submit to
Cyberkinetics all original case report forms as provided in the Protocol. Investigator shall have the right to retain
copies of all data and results arising from its participation in the Study solely for the purposes permitted by this
Agreement. The Investigator may use such Data for research and education purposes in accordance with this
Agreement, but, except as set forth in Section 8, will not transfer any such Data collected under the Protocol to
any third party without the prior written permission of Cyberkinetics. All Data collected under the Protocol shall
be delivered to Cyberkinetics in a timely manner throughout the performance of this Study, as provided in the
Protocol, and no later than ten (10) working days after the termination of this Agreement or on such date as
Cyberkinetics otherwise requests delivery of the Data.

5. RECORD KEEPING/RETENTION

Investigator agrees to maintain complete and up-to-date Study records during the Study including Case Report
Forms and the Study Site file, which includes all Study-related correspondence. Investigator agrees to sign a
statement in each patient's Case Report Form attesting that the data contained therein are an accurate accounting
of the treatment, care, and events surrounding the patient's involvement in the Study.

Investigator will retain all records for this Study for the last to expire of:

(a) Two (2) years after the FDA or other national regulatory body approves the regulatory application for
product clearance;

Confidential 1/7/2004

                                                          Page 3
(b) Two (2) years following the termination or withdrawal of the regulatory agency exemption (e.g.,
Investigational Device Exemption (IDE) application) under which the Study was conducted;

(c) As defined by local, state and federal law and regulations; or

(d) In any event no later than ten (10) years after the conclusion of the Study.

To avoid any possible errors, Investigator will contact Cyberkinetics prior to the destruction of records or in the
event of accidental loss or destruction of any Study records.

The PI shall make periodic reports to Cyberkinetics, including a final written report on the performance of the
Study, upon its completion and shall promptly respond to Cyberkinetics' reasonable inquiries regarding the status
of the Study. The PI agrees to promptly report to Cyberkinetics adverse experiences that occur in the course of
the Study.

6. CYBERKINETICS RIGHT OF REASONABLE INSPECTION

Personnel from Cyberkinetics (or its representatives) may call on Investigator periodically at mutually convenient
times to monitor and/or audit the Study and answer procedural questions. Investigator agrees, as defined in the
Protocol, to make all Study records and Study participants' medical records available for comparison and/or
copying if requested by Cyberkinetics (or its representatives subject to compliance with patient privacy and
confidentiality rights). Investigator also agrees to cooperate with representatives of the U.S. FDA or any other
regulatory agency in the event of an inspection of this Study, and will provide the regulatory agency representative
access to the above-described records. Institution agrees to notify Cyberkinetics immediately upon the
commencement of an inspection by FDA or any other government authority concerning the Study and to provide
continual communication regarding the progress of any inspection.

7. USE OF NAME/PUBLICITY

No party shall, without the prior written consent of the affected party, use in advertising, publicity, press release,
or otherwise, the name, trademark, logo, symbol, or other image of the affected party. Except as permitted in
Section 8, the Investigator and Institution (which shall include its employees, agents and representatives) shall not
issue or disseminate any press release or statement, nor initiate any communication of information regarding this
Study, written or oral, to the communications media or any third party without the prior written consent of
Cyberkinetics.

8. SCIENTIFIC PRESENTATIONS AND PUBLICATIONS

The Investigator and/or Institution may present or publish the Data in appropriate scientific journals or other
professional publications/forums. It is the intent of this study to be a multi-center study and presentation and
publication of the pooled, multi-center results will occur before any individual site results or additional analyses
are presented or published. Authorship will be determined by the Investigators at each study site together with
Cyberkinetics using appropriate standards for research authorship. It is anticipated that authorship for multi-
center presentations and publications will include the scientific inventor(s) of the BrainGate devices, Investigators
and Co-Investigators by site in order of highest to lowest number patients implanted and implanting surgeon(s).

Confidential 1/7/2004

                                                       Page 4
Investigator shall submit to Cyberkinetics for its review, a copy of any proposed abstract for presentation or
manuscript resulting from the Study at least sixty (60) days prior to the estimated date of submission for
presentation or publication, and if no response is received within, sixty (60) days of the date submitted to
Cyberkinetics, it will be conclusively presumed that the presentation or publication may proceed without delay. If
Cyberkinetics determines that the proposed presentation or publication contains patentable subject matter which
requires protection, Cyberkinetics may require the delay of presentation or publication for a period of time not to
exceed sixty (60) days for the purpose of filing patent applications. At the end of the sixty (60) day period the
authors shall be free in their sole discretion to publish the results of the Study.

In all presentations and publications, credit shall be given to Cyberkinetics for its sponsorship of the Study and
the supply of the Device under the Study.

9. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all information provided by or on behalf of
Cyberkinetics to the Investigator in connection with the Study by the Investigator in connection with the Study,
whether written, graphic or oral, except the following: (i) Information that is now or subsequently becomes public
without breach of this Agreement; (ii) Information known by the Investigator, as evidenced by written records,
prior to the date of this Agreement; (iii) Information that the Investigator received from a third party not under any
obligation to keep such information confidential; and (iv) was developed independently by the Institution.

Except for publication of the Data pursuant to Section 8 hereof, the Investigator agrees to maintain all
Confidential Information in confidence and not to use or disclose for a period not to exceed three (3) years any
Confidential Information to any third party without the express written consent of Cyberkinetics. The Investigator
shall disclose Confidential Information only to those employees who require such information for the purposes of
this Agreement and who are bound by a like obligation of confidentiality.

Upon the completion of the Study, the Institution and the Principal Investigator agree to return all copies or
embodiments of Confidential Information upon the written request of Cyberkinetics.

10. LIABILITY/INSURANCE/WARRANTY DISCLAIMER

Cyberkinetics will indemnify, hold harmless and defend the Principal Investigator and Institution (including the
Principal Investigator, any employees of the Institution and the Institution's, agents and representatives, the
"Indemnified Parties") from and against any claims, liabilities, costs, damages, expenses and reasonable attorneys'
fees (collectively, "Losses") relating to or resulting from the use of the Device in the Study (and not resulting from
the performance of, or complications arising from, standard clinical care procedures); provided that
Cyberkinetics shall have no obligation to indemnify, hold harmless and defend the Indemnified Parties under this
Section 10 for any claim unless (1) the Principal Investigator and the Institution, its agents, servants and
employees are shown to have adhered to and complied with all specifications and directions of the Protocol for
the Study, all applicable FDA and other regulatory requirements

Confidential 1/7/2004

                                                       Page 5
and all Cyberkinetics written instructions concerning the administration and use of the Device in the Study
Protocol; (2) Cyberkinetics is promptly notified in writing of such claim or suit; and (3) Cyberkinetics has full
control of the defense, including settlement of the claim or suit and receives the full cooperation of the Institution
and Principal Investigator, its agents and employees. Notwithstanding the foregoing, Cyberkinetics shall have no
liability to Indemnified Parties, or any obligation to indemnify hereunder, if the Losses have resulted from
negligence, recklessness or willful malfeasance of any of the Indemnified Parties.

Institution shall, to the extent permitted by law, be responsible for its own acts in conducting the Study, limited
solely and exclusively to the extent such acts are judicially determined by a court of last resort to have arisen out
of, or result from: (i) the negligence recklessness or willful malfeasance on the part of the Institution; or (ii) the
failure of the Institution to (1) comply with any applicable FDA or other regulatory requirements, or (2) adhere to
the terms of the Protocol or Cyberkinetics written instructions concerning the administration and use of the
Device involved in the Study. The parties agree that this is only a statement setting forth the limited responsibility
of the Institution solely for its own acts of judicially determined negligence, recklessness, or willful malfeasance,
and is not and shall not be construed as any contractual or other obligation to indemnify Cyberkinetics or any
third party.

Cyberkinetics will maintain, during the term of this Agreement, Comprehensive General Liability Insurance
(including products liability, contractual liability, clinical testing liability and broad form property damage
coverage) with reputable and financially secure insurance carriers to cover the activities of the clinical study arising
out of this Agreement, with minimum limits of $5,000,000 per occurrence. Coverage will be written to cover
claims incurred, discovered, manifested, or made during or after the expiration of this Agreement.

The Principal Investigator and Institution each understand and agree that the Device and the associated
implantation and explantation procedures are experimental in nature. CYBERKINETICS MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE DEVICE EXCEPT THAT CYBERKINETICS WARRANTS THAT
THE DEVICE HAS BEEN MANUFACTURED IN ACCORDANCE WITH ANY AND ALL FDA
FILINGS WITH RESPECT TO THE DEVICE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL
BE LIABLE FOR ANY SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER
CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11. RELATIONSHIP

The Principal Investigator, including its agents and employees, shall be an independent contractor at all times, and
shall not be an agent of Cyberkinetics and shall have no actual apparent or implied authority to bind
Cyberkinetics in any manner or any obligation what so ever.

Confidential 1/7/2004

                                                        Page 6
12. TERMINATION OF AGREEMENT OR TERMINATION OF A PARTY'S PARTICIPATION IN
AGREEMENT

Any party has the right at any time, within sixty (60) days prior written notice to each of the other parties, to
terminate this Agreement for any cause or no cause. In the event of premature termination of this Study, the PI
will be reimbursed appropriately for patients enrolled up to the date of termination for whom Cyberkinetics
receives a properly completed Case Report Form and Cyberkinetics will pay for any uncancelable obligations
prior to termination date; provided, however that no payment will be made to PI if the Study is terminated at
Institution because the Principal Investigator/ Institution did not adhere to the Study Protocol. Upon the
termination or expiration of this Agreement, the Institution shall return to Cyberkinetics, at Cyberkinetics'
expense, any remaining Devices.

The obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and 14 shall survive the termination or
expiration of this Agreement.

13. NOTICES

Any notice required or permitted to be given hereunder shall be in writing and shall be considered given when
mailed by pre-paid registered or certified mail, return receipt requested, or delivered by hand, to the parties at the
following addresses (or such other address as a party may specify by notice hereunder):

If to the PI:
Jon Mukand, M.D., Ph.D.
33 Intervale Road
Providence, RI 02906

If to the Institution to:
Marilyn Serra
President
Sargent Rehabilitation Center
800 Quaker Lane
Warwick, RI 02818

If to Cyberkinetics to:
Timothy Surgenor
Cyberkinetics, Inc.
100 Foxborongh Blvd, Suite 240
Foxborough, MA 02035

With a copy to:
Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Attention: Jeffrey P. Donohue, Esq.

Confidential 1/7/2004

                                                       Page 7
14. MISCELLANEOUS

(a) This Agreement represents the entire understanding as of the Effective Date hereof between the parties with
respect to the patient matter hereof, and supersedes all prior agreements, negotiations, understanding,
representations, statements and writings between the parties relating thereto. No modification, alteration, waiver
or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in
writing and duly executed by each of the parties hereto.

(b) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, irrespective of any conflicts of law principles. Each of the parties agrees to the jurisdiction of the
federal and state courts sitting in Boston, Massachusetts, with respect to any dispute arising between the parties.

(c) This Agreement may not be assigned by any party without the prior written consent of the other parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.

CYBERKINETICS, INC.

                   By: /s/ Timothy Surgenor                                       Date: 3/26/04
                      -------------------------
                   Timothy Surgenor
                   Chairman and CEO




PRINCIPLE INVESTIGATOR

                   By: /s/ Jon Mukand                                             Date: 2/23/04
                      -------------------------
                   Jon Mukand, M.D., Ph.D.




INSTITUTION

             By: /s/ Marilyn Serra                                          Date: February 23, 2004
                ------------------------
             Marilyn Serra
             President, Sargent Rehabilitation Center
             800 Quaker Lane, Warwick, RI 02818




Confidential 1/7/2004

                                                       Page 8
                                                   EXHIBIT 10.10

                                             CYBERKINETICS, INC.

              SECOND AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN

                  INITIALLY ADOPTED: EFFECTIVE AS OF AUGUST 12, 2002
              APPROVED BY STOCKHOLDERS: EFFECTIVE AS OF AUGUST 12, 2002

FIRST AMENDMENT AND RESTATEMENT: AS OF JUNE 20, 2003 AMENDMENT APPROVED BY
STOCKHOLDERS: AS OF JUNE 20, 2003 SECOND AMENDMENT AND RESTATEMENT: AS OF
APRIL 30, 2004 AMENDMENT APPROVED BY STOCKHOLDERS: AS OF APRIL 30, 2004
TERMINATION DATE: AUGUST 12, 2012

SECTION 1. GENERAL.

(a) PURPOSE OF THE PLAN. Cyberkinetics, Inc. (the "Company"), by means of the Plan, seeks to retain the
services of eligible recipients and to provide incentives for eligible recipients to exert efforts for the success of the
Company and its Affiliates.

(b) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.

(c) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means by which Participants may
be given an opportunity to benefit from increases in the value of the Common Stock through the granting of the
following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, and
(iv) rights to acquire restricted stock.

(d) DEFINITIONS. Capitalized terms not defined elsewhere in this Agreement are defined in Section 15 of the
Plan.

SECTION 2. ADMINISTRATION.

(a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless and until the Board delegates
administration to a Committee, as provided in
Section 2(c).

(b) POWERS OF BOARD. The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:

(i) to determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards;
when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be
granted; the provisions of each Stock Award granted (which need not be identical), including the time or times
when a person shall be permitted to receive Common Stock pursuant to a Stock Award; the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such person; whether shares of
Common Stock acquired pursuant to a Stock Award shall be subject to forfeiture or buy back; and the form of
consideration that the Company may receive upon exercise of an Option or a right to acquire restricted stock;

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 1
(ii) to construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke
rules and regulations for its administration, including the correction of any defect, omission or inconsistency in the
Plan or in any Stock Award Agreement, in a manner and to the extent the Board shall deem necessary or
expedient to make the Plan fully effective;

(iii) to amend the Plan or a Stock Award as provided in Section 11; and

(iv) generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to
promote the best interests of the Company and that are not in conflict with the provisions of the Plan.

(c) DELEGATION TO COMMITTEE.

(i) GENERAL. From time to time, the Board may delegate administration of the Plan to a Committee or
Committees of one or more members of the Board, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the
Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan.

(ii) COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY TRADED. At such time as
the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or
more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-
Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (1) delegate to a committee of one or more members of the Board who are not Outside
Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock
Award, or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the
Code, and/or (2) delegate to a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the
Exchange Act.

(d) EFFECT OF BOARD'S DECISION. All determinations, interpretations and constructions made by the
Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all
persons.

SECTION 3. SHARES SUBJECT TO THE PLAN.

(a) SHARE RESERVE. Subject to the provisions of Section 10 relating to adjustments upon changes in
Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed, in the
aggregate 2,533,333 shares of Common Stock, par value $0.0001 per share.

(b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in full,

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 2
the shares of Common Stock not acquired under such Stock Award shall revert to and again become available
for issuance under the Plan.

(c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

SECTION 4. OPTIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and, if stock certificates are issued, such certificates will include a legend that will indicate
whether each such certificate was issued pursuant to exercise of an Incentive Stock Option or Nonstatutory
Stock Option; provided, however, that notwithstanding the following, an Incentive Stock Option may provide
that it will remain exercisable as a Nonstatutory Stock Option after an event or series of events that may
otherwise disqualify such Option from being an Incentive Stock Option. The provisions of separate Options need
not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the
Option Agreement for shares of Common Stock or otherwise) the substance of each of the following provisions:

(a) ELIGIBILITY.

(i) INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to Employees.

(ii) NONSTATUTORY STOCK OPTIONS. Nonstatutory Stock Options may be granted to Employees,
Directors and Consultants.

(b) TERM. No Incentive Stock Option shall be exercisable after the expiration of ten years from the date it was
granted; provided however that no Incentive Stock Option granted to a Ten Percent Stockholder shall be
exercisable after the expiration of five years from the date it was granted.

(c) EXERCISE PRICE.

(i) GENERALLY. Subject to clauses (ii) and (iii) below, the Board of Directors may determine exercise price of
Options granted pursuant to this Plan; provided, however, that the exercise price of an Option shall be not less
than the par value of the Common Stock subject to the Option.

(ii) INCENTIVE STOCK OPTION. The exercise price of each Incentive Stock Option shall be not less than
100% of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted;
provided, however, that a Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the
exercise price of such Option is at least 110% of the Fair Market Value of the Common Stock on the date of
grant. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower
than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the Code.

(iii) NONSTATUTORY STOCK OPTION. The exercise price of each Nonstatutory Stock Option shall be
determined by the Board of Directors on the date the Option is granted;

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 3
provided, however, that subsequent to the Listing Date, the exercise price of each Nonstatutory Stock Option
granted pursuant to this Plan shall be at least 85% of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted.

(d) CONSIDERATION. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to
the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or
(ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a
Nonstatutory Stock Option) (1) by delivery to the Company of other shares of Common Stock, (2) according to
a deferred payment or a similar arrangement with the Optionholder, or (3) in any other form of legal consideration
that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of
Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock
acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes). At any time that the Company is incorporated in the
State of Delaware, payment of the Common Stock's "par value," as defined in the Delaware General Corporation
Law shall not be made by deferred payment. In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the market rate of interest necessary, as determined by the
Board, to avoid a charge to earnings for financial accounting purposes.

(e) TRANSFERABILITY.

(i) INCENTIVE STOCK OPTION. An Incentive Stock Option shall not be transferable except by will or by
the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the
Optionholder.

(ii) NONSTATUTORY STOCK OPTION. A Nonstatutory Stock Option shall be non-transferable, unless
otherwise expressly provided in the Option Agreement. If a Nonstatutory Stock Option does not provide for
transferability or otherwise states that it is non-transferable, then the Nonstatutory Stock Option shall not be
transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder.

(f) VESTING GENERALLY. The total number of shares of Common Stock subject to an Option may, but need
not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option
may be subject to such other terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual
Options may vary.

(g) LIMITATIONS ON THE EXERCISE OF INCENTIVE STOCK OPTIONS.

(i) TERMINATION OF EMPLOYEE STATUS GENERALLY. In the event an Incentive Stock Option
holder's Employment terminates (other than upon the Optionholder's death or Disability), the Optionholder may
exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (1) the date three months following the
effective date of termination of the Optionholder's Employment (or such shorter period specified in the Option
Agreement), or (2) the expiration of the term of the Option as set forth in the Option Agreement. If, after

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 4
termination, the Optionholder does not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate.

(ii) DISABILITY OF OPTIONHOLDER. In the event that an Incentive Stock Option holder's Employment
terminates as a result of his or her Disability, the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period
of time ending on the earlier of (1) the date that is twelve months following such effective date of termination (or
such shorter period specified in the Option Agreement) or (2) the expiration of the term of the Option as set forth
in the Option Agreement. If, after the effective date of termination, the Optionholder does not exercise his or her
Option within the time specified herein, the Option shall terminate.

(iii) DEATH OF OPTIONHOLDER. In the event (1) an Incentive Stockholder's Employment terminates as a
result of the his or her death, or (2) the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Employment during which he or she may exercise such
Option, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as
of the date of death) by the Optionholder's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only within the period ending on the earlier of (X) the date twelve months following
the date of death (or such shorter period specified in the Option Agreement), or (Y) the expiration of such
Option. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

(iv) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the aggregate Fair Market
Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) are in excess of $100,000, the Options or portions thereof that exceed such limit (according to the
order that they were granted) shall be treated as Nonstatutory Stock Options.

(h) EXTENSION OF TERMINATION DATE. A Nonstatutory Stock Option Agreement may provide that if
the exercise of the Option following the termination of the Optionholder's Continuous Service (other than upon
the Optionholder's death or Disability) would be prohibited at any time solely because the issuance of shares of
Common Stock would violate the registration requirements under the Securities Act, then the Option may
terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 3(b), or (ii) the expiration
of a period of three months after the termination of the Optionholder's Continuous Service during which the
exercise of the Option would not be in violation of such registration requirements.

(i) EARLY EXERCISE. An Option Agreement may, but need not, include a provision whereby the Optionholder
may elect at any time before the Optionholder's Continuous Service terminates to exercise the Option as to any
part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any
unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company
or to any other restriction the Board determines to be appropriate.

(j) RIGHT OF FIRST REFUSAL. An Option may, but need not, include a provision whereby the Company
may elect, prior to the Listing Date, to exercise a right of first refusal following receipt of notice from the
Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon the exercise
of the Option. Except as expressly provided in this Section
4(j), such right of first refusal shall otherwise comply with any applicable provisions of the Bylaws of the
Company.

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 5
(k) DEFERRED DELIVERY. An Option may, but need not, include provisions relating to deferred delivery of
shares of Common Stock upon its exercise as may be determined by the Board of Directors.

(l) RE-LOAD OPTIONS. Without in any way limiting the authority of the Board to make or not to make grants
of Options hereunder, the Board shall have the authority (but not an obligation) to include as part of any Option
Agreement a provision entitling the Optionholder to a further Option (a "Re-Load Option") in the event the
Optionholder exercises the Option evidenced by the Option Agreement, in whole or in part, by surrendering
other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option
Agreement. Unless otherwise specifically provided in the Option, the Optionholder shall not surrender shares of
Common Stock acquired, directly or indirectly from the Company, unless such shares have been held for more
than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial
accounting purposes).

(i) Any such Re-Load Option shall (1) provide for a number of shares of Common Stock equal to the number of
shares of Common Stock surrendered as part or all of the exercise price of such Option; (2) have an expiration
date which is the same as the expiration date of the Option the exercise of which gave rise to such Re-Load
Option; and (3) have an exercise price which is equal to 100% of the Fair Market Value of the Common Stock
subject to the Re-Load Option on the date of exercise of the original Option (subject to the provisions of Section
4(c)(2) in the event such Option is an Incentive Stock Option). Notwithstanding the foregoing, a Re-Load Option
shall be subject to the same exercise price and term provisions heretofore described for Options under the Plan.

(ii) Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Board
may designate at the time of the grant of the original Option; provided, however, that the designation of any Re-
Load Option as an Incentive Stock Option shall be subject to the $100,000 annual limitation on the ability to
exercise Incentive Stock Options described in
Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load
Option shall be subject to the availability of sufficient shares of Common Stock under Section 3(a) and the
"Section 162(m) Limitation" on the grants of Options under Section 4(g)(iv) and shall be subject to such other
terms and conditions as the Board may determine which are not inconsistent with the express provisions of the
Plan regarding the terms of Options.

SECTION 5. STOCK BONUS AWARDS AND RIGHTS TO ACQUIRE RESTRICTED STOCK.

(a) STOCK BONUS AWARDS. Each stock bonus agreement shall be in such form and shall contain such
terms and conditions as the Board shall deem appropriate. Subject to the terms of this Section 5(a), the terms
and conditions of stock bonus agreements may change from time to time, and the terms and conditions of
separate stock bonus agreements need not be identical.

(i) CONSIDERATION. A stock bonus may be awarded in consideration for past services actually rendered to
the Company or an Affiliate for its benefit.

(ii) VESTING. Shares of Common Stock awarded under the stock bonus agreement may, but need not, be
subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.

(iii) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. A stock bonus may provide that in
the event a Participant's Continuous Service terminates, the Company may

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 6
reacquire any or all of the shares of Common Stock held by a Participant which have not vested as of the date of
termination under the terms of the stock bonus agreement.

(iv) TRANSFERABILITY. Rights to acquire shares of Common Stock under a stock bonus agreement shall be
transferable by the Participant only upon such terms and conditions as are set forth in the stock bonus agreement,
and as the Board shall determine in its discretion, so long as Common Stock awarded under the stock bonus
agreement remains subject to the terms of the stock bonus agreement and the Investor Rights Agreement.

(b) RESTRICTED STOCK AWARDS. Each restricted stock purchase agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. Subject to the terms of this Section
5(b) the terms and conditions of the restricted stock purchase agreements may change from time to time, and the
terms and conditions of separate restricted stock purchase agreements need not be identical.

(i) PURCHASE PRICE. The purchase price of restricted stock awards may be determined by the Board of
Directors, but shall not be less than 85% of the Fair Market Value of the Common Stock on the date issued.

(ii) CONSIDERATION. The purchase price of Common Stock acquired pursuant to the restricted stock
purchase agreement may be paid either: (a) in cash at the time of purchase; (b) at the discretion of the Board,
according to a deferred payment or other similar arrangement with the Participant; or (c) in any other form of
legal consideration that may be acceptable to the Board in its discretion; provided, however, that payment of the
Common Stock's "par value," as defined in the Delaware General Corporation Law shall not be made by
deferred payment.

(iii) VESTING. Shares of Common Stock acquired under the restricted stock purchase agreement may, but need
not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.

(iv) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event a Participant's
Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of
Common Stock held by the Participant which have not vested as of the date of termination under the terms of the
restricted stock purchase agreement.

(v) TRANSFERABILITY. Rights to acquire shares of Common Stock under the restricted stock purchase
agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the
restricted stock purchase agreement, as the Board shall determine in its discretion, so long as Common Stock
awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock
purchase agreement and the Investor Rights Agreement.

SECTION 6. CERTAIN RESTRICTIONS APPLICABLE GENERALLY.

(a) SECTION 162(m) LIMITATION. Subject to the provisions of Section 10 relating to adjustments upon
changes in the shares of Common Stock, no Employee shall be eligible to be granted Awards covering more than
$1 million in shares of Common Stock during any calendar year. This Section 6(a) shall not apply prior to the
Listing Date and, following the Listing Date, this Section 6(a) shall not apply until (i) the earliest of: (1) the first
material modification of the Plan (including any increase in the number of shares of Common Stock reserved for
issuance under the Plan in accordance with Section 3); (2) the issuance of all of the shares of Common

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 7
Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or
(4) the first meeting of stockholders at which Directors are to be elected that occurs after the close of the third
calendar year following the calendar year in which occurred the first registration of an equity security under
Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules
and regulations promulgated thereunder.

(b) CONSULTANTS.

(i) Prior to the Listing Date, a Consultant shall not be eligible for the grant of a Stock Award if, at the time of
grant, either the offer or the sale of the Company's securities to such Consultant is not exempt under Rule 701 of
the Securities Act ("Rule 701") because of the nature of the services that the Consultant is providing to the
Company or because the Consultant is not a natural person, or as otherwise provided by Rule 701, unless the
Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another
exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.

(ii) From and after the Listing Date, a Consultant shall not be eligible for the grant of a Stock Award if, at the time
of grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8") is not available to register
either the offer or the sale of the Company's securities to such Consultant because of the nature of the services
that the Consultant is providing to the Company or because the Consultant is not a natural person, or as
otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such
grant (a) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration
Statement) or
(b) does not require registration under the Securities Act in order to comply with the requirements of the
Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant
jurisdictions.

(c) LOCK-UP; STOCKHOLDERS' AGREEMENT. By receipt and acceptance of a Stock Award, each
Participant agrees, if requested in writing by an underwriter of Common Stock or other securities of the
Company, not to sell, assign, donate, pledge, encumber, hypothecate, grant an option to, or otherwise transfer or
dispose of, whether in privately negotiated or open market transactions, any Common Stock or other securities
of the Company held by him, her or it during the 180-day period following the effective date of a registration
statement filed pursuant to the Company's initial public offering. The provisions of this
Section 6(c) are intended to be automatic in effect, and no further acknowledgement or evidence of agreement
shall be required for the Company or its transfer agent to enforce the provisions of this Section 6(c), or for the
Company or its transfer agent to enter into a "stop transfer" or similar order with respect to securities of the
Company held by Participants. As a condition to receipt of any Stock Award (or Common Stock underlying any
option), you may be required to execute a counterpart or otherwise agree to be bound by the Company's
Stockholders' Rights Agreement, as is in effect from time to time.

SECTION 7. COVENANTS OF THE COMPANY.

(a) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the Company shall keep available at
all times the number of shares of Common Stock required to satisfy such Stock Awards.

(b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue
and sell shares of Common Stock upon exercise of

                  Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 8
the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the
Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or
agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

SECTION 8. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the
Company.

SECTION 9. MISCELLANEOUS.

(a) ACCELERATION OF EXERCISABILITY AND VESTING; FORFEITURE. The Board shall have the
power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock
Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock
Award stating the time at which it may first be exercised or the time during which it will vest. The Board shall
have the authority to provide in any Stock Award that such Stock Award will be forfeited under certain limited
conditions, such as the breach of any of the Company's policies or a termination for "Cause" (as defined in
Section 15).

(b) STOCKHOLDER RIGHTS. No Participant shall be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such
Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any instrument executed or
Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the
Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or
without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the
Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.

(d) INVESTMENT ASSURANCES. The Company may require a Participant, as a condition of exercising or
acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as
to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters and that he or she is capable of evaluating, alone or together with the purchaser representative,
the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the
Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant's
own account and not with any present intention of selling or otherwise distributing the Common Stock. The
foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the
issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration statement under the Securities Act or (2)
as to any particular requirement, a determination is made by counsel for the Company that such

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 9
requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel
deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to,
legends restricting the transfer of the Common Stock.

(e) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of a Stock Award Agreement, the
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition
of Common Stock under a Stock Award by any of the following means (in addition to the Company's right to
withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i)
tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock
under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned
and unencumbered shares of Common Stock.

SECTION 10. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock subject to the Plan, or
subject to any Stock Award, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a) and the
outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per
share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments,
and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration" by the Company.)

(b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or liquidation of the Company, then all
outstanding Stock Awards shall terminate immediately prior to such event.

(c) ASSET SALE, MERGER, CONSOLIDATION, OR SERIES OF TRANSACTIONS. Unless a Stock
Award Agreement provides otherwise, in the event of (i) a sale, lease or other disposition of all or substantially all
of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or
other entity or person, or any other corporate reorganization, in which the stockholders of the Company
immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's
outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or
reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of
affiliated persons or entities) in which in excess of 50% of the Company's outstanding voting power is transferred
(individually, a "Corporate Transaction"), then any surviving corporation or acquiring corporation shall assume
any Stock Awards outstanding under the Plan or shall substitute similar stock awards (including an award to
acquire the same consideration paid to the stockholders in the Corporate Transaction) for those outstanding
under the Plan. In the event any surviving corporation or acquiring corporation refuses to assume such Stock
Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock
Awards held by Participants whose Continuous Service has not terminated, the vesting of such Stock Awards
(and, if applicable, the time during which such

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 10
Stock Awards may be exercised) may, in the discretion of the Board, be accelerated in full, and the Stock
Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction. With respect to
any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if
applicable) prior to the Corporate Transaction.

SECTION 11. AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a) AMENDMENT OF PLAN. The Board at any time, and from time to time, may amend the Plan. However,
except as provided in Section 10 relating to adjustments upon changes in Common Stock, no amendment shall
be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary
to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing
requirements.

(b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any other amendment to the
Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the
requirements of
Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

(c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits
provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating
to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.

(d) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted before amendment of the Plan
shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(e) AMENDMENT OF STOCK AWARDS. The Board at any time, and from time to time, may amend the
terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award shall not be
impaired by any such amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

SECTION 12. TERMINATION OR SUSPENSION OF THE PLAN.

(a) PLAN TERM. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan
shall terminate on the day before the tenth anniversary of the date the Plan is adopted by the Board or approved
by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan
while the Plan is suspended or after it is terminated.

(b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall not impair rights and
obligations under any Stock Award granted while the Plan is in effect except with the written consent of the
Participant.

SECTION 13. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the
case of a stock bonus, shall be granted) unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve months before or after the date the Plan is adopted by the
Board.

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 11
SECTION 14. CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation
of this Plan, without regard to such state's conflict of laws rules.

SECTION 15. DEFINITIONS.

(a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b) "Board" means the Board of Directors of the Company.

(c) "Cause" includes (and is not limited to) dishonesty with respect to the Company and its Affiliates,
insubordination, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential
information, conduct substantially prejudicial to the business of the Company or any Affiliate and termination by
the Participant in violation of an agreement by the Participant to remain in the employ of the Company or of an
Affiliate. The determination of the Committee as to the existence of cause will be conclusive on the Participant
and the Company. "Cause" is not limited to events that have occurred prior to a Participant's termination of
service to the Company, nor is it necessary that the Committee's finding of "cause" occur prior to termination. If
the Committee determines, subsequent to the termination of a Participant's service but prior to the exercise of a
Stock Award, that either prior or subsequent to the Participant's termination the Participant engaged in conduct
which would constitute "Cause," then the right any Stock Award will be forfeited. Any definition in an agreement
between a Participant and the Company or an Affiliate which contains a conflicting definition of "Cause" for
termination and which is in effect at the time of such termination will supersede the definition in this Plan with
respect to that Participant.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of one or more members of the Board appointed by the Board in
accordance with subsection 2(c).

(f) "Common Stock" means the Common Stock, par value $0.0001, of the Company.

(g) "Company" means Cyberkinetics, Inc., a Delaware corporation.

(h) "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services. However, the term "Consultant" shall
not include either Directors who are not compensated by the Company for their services as Directors or
Directors who are merely paid a director's fee by the Company for their services as Directors.

(i) "Continuous Service" means that the Participant's service with the Company or an Affiliate, whether as an
Employee, Director or Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not
be deemed to have terminated merely because of a change in the capacity in which the Participant renders service
to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant's
Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an
Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 12
Committee, in that party's sole discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any
other personal leave.

(j) "Covered Employee" means the Company's chief executive officer and the four other highest compensated
officers of the Company for whom total compensation is required to be reported to stockholder under the
Exchange Act, as determined for purposes of Section 162(m) of the Code.

(k) "Director" means a member of the Board of Directors of the Company.

(l) "Disability" means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the
Code.

(m) "Employee" or "Employment" means any person employed by the Company or an Affiliate as determined in
accordance with Section 3401(c) of the Code.

(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(o) "Fair Market Value" means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market
or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day
prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good
faith by the Board, with particular reference to sales of shares of Common Stock and, if no such sales provide
meaningful guidance, with reference to sales of any classes or series of preferred stock of the Company; provided
that proper discounts may be taken by the Board to reflect the fair market value of the Common Stock in light of
liquidation and redemption rights enjoyed by such preferred stock.

(p) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and the regulations promulgated thereunder.

(q) "Listing Date" means the first date upon which any security of the Company is listed (or approved for listing)
upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system.

(r) "Non-Employee Director" means a Director who either (i) is not a current Employee or Officer of the
Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company
or its Affiliates for services rendered as a consultant or in any capacity other than as a Director (except for an
amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant
to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which
disclosure

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 13
would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-
employee director" for purposes of Rule 16b-3.

(s) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

(t) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.

(u) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(v) "Option Agreement" means a written agreement between the Company and an Optionholder evidencing the
terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.

(w) "Optionholder" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Option.

(x) "Outside Director" means a Director who either (i) is not a current employee of the Company or an "affiliated
corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not
a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other
than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from the Company or an "affiliated
corporation" for services in any capacity other than as a Director or (ii) is otherwise considered an "outside
director" for purposes of Section 162(m) of the Code.

(y) "Participant" means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Stock Award.

(z) "Plan" means this Second Amended and Restated 2002 Equity Incentive Plan.

(aa) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in
effect from time to time.

(bb) "Securities Act" means the Securities Act of 1933, as amended.

(cc) "Stock Award" means any right granted under the Plan, including an Option, a stock bonus and a right to
acquire restricted stock.

(dd) "Stock Award Agreement" means a written agreement between the Company and a holder of a Stock
Award, subject to the terms and conditions of this Plan, evidencing the terms and conditions of an individual
Stock Award grant.

(ee) "Ten Percent Stockholder" means a person who owns (or is deemed to own pursuant to Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

***

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 14
I, Nicholas Hatsopoulos, Secretary of Cyberkinetics, Inc., having in my custody and possession the corporate
records of said corporation, do hereby certify that the foregoing is a true and correct copy of the Cyberkinetics,
Inc. Amended and Restated 2002 Equity Incentive Plan as in effect as of April 30, 2004.

Witness my hand this April 30, 2004.

                                                  As Aforesaid


                                       Nicholas Hatsopoulos, Secretary

                 Cyberkinetics, Inc. Second Amended and Restated 2002 Stock Plan - 15
                                                 EXHIBIT 10.11

                                           CYBERKINETICS, INC.

                SECOND AMENDED AND RESTATED FOUNDERS' OPTION PLAN
                                   April 30, 2004

1. PURPOSE

The purpose of this Amended and Restated Founders' Option Plan (the "Plan") is to advance the interests of
Cyberkinetics, Inc. (the "Company") by encouraging certain specified employees and consultants of the Company
to acquire shares of the Company's Common Stock, par value $0.0001 per share (the "Stock"), and thereby
increase their proprietary interest in the Company's success and provide an added incentive to remain in the
employ of, or continue to render services to, the Company. This Plan was Amended and Restated on June 20,
2003, and again on April 30, 2004 (the "Amendment Date").

The Plan provides for the award of options to purchase shares of Stock. Options granted pursuant to the Plan
may be incentive stock options as defined in section 422 of the Internal Revenue Code of 1986 (as from time to
time amended, the "Code") (any option that is intended to qualify as an incentive stock option being referred to
herein as an "incentive option"), or options that are not incentive options, or both. Options granted pursuant to the
Plan shall be presumed to be non-incentive options unless expressly designated as incentive options.

2. ELIGIBILITY FOR AWARDS

Only the following persons shall be eligible to receive awards under the Plan: Brian Hatt, John Donoghue,
Nicholas Hatsopoulos, Gerhard Friehs and Mijail Serruya (any such person who holds an award hereunder that
has not terminated being referred to herein as a "participant"). Incentive options shall be granted only to
"employees" as defined in the provisions of the Code or regulations thereunder applicable to incentive stock
options. A subsidiary for purposes of the Plan shall be a corporation in which the Company owns, directly or
indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock.

3. ADMINISTRATION

The Plan shall be administered by the Board of Directors (the "Board") of the Company. The Board shall have
authority, not inconsistent with the express provisions of the Plan, (a) to grant awards consisting of options to
such eligible persons as the Board may select; (b) to determine the time or times when awards shall be granted
and the number of shares of Stock subject to each award; (c) to determine which options are, and which options
are not, incentive options; (d) to determine the terms and conditions of each award; (e) to prescribe the form or
forms of any instruments evidencing awards and any other instruments required under the Plan and to change
such forms from time to time;
(f) to adopt, amend and rescind rules and regulations for the administration of the Plan; and (g) to interpret the
Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the
Plan. Such determinations of the Board shall be conclusive and shall bind all parties. Subject to Section 8 the
Board shall also have the authority, both generally and in particular instances, to
waive compliance by a participant with any obligation to be performed by the participant under an award, to
waive any condition or provision of an award, and to amend or cancel any award (and if an award is canceled, to
grant a new award on such terms as the Board shall specify) except that the Board may not take any action with
respect to an outstanding award that would adversely affect the rights of the participant under such award without
such participant's consent. Nothing in the preceding sentence shall be construed as limiting the power of the
Board to make adjustments required by Section 5(c) and Section 6(j).

The Board may, in its discretion, delegate some or all of its powers with respect to the Plan to a committee (the
"Committee"), in which event all references in this Plan (as appropriate) to the Board shall be deemed to refer to
the Committee. The Committee, if one is appointed, shall consist of at least two directors. A majority of the
members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority of the Committee members. On and after registration
of the Stock under the Exchange Act, the Board shall delegate the power to select directors and executive
officers to receive awards under the Plan and the timing, pricing and amount of such awards to a committee or
committees, the number of which shall satisfy the requirements of Rule 16b-3 applicable to the Company and all
members of which shall be disinterested persons within the meaning of the applicable provisions of Rule 16b-3
and, with respect to executive officers only, "outside directors" within the meaning of Section 162(m) under the
Code.

4. EFFECTIVE DATE AND TERM OF PLAN

The Plan shall become effective on the date on which it is approved by the shareholders of the Company. Grants
of awards under the Plan may be made prior to that date (but contemporaneous with or after Board adoption of
the Plan), subject to approval of the Plan by such shareholders.

No awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but awards previously granted may extend beyond that date.

5. SHARES SUBJECT TO THE PLAN

(a) Number of Shares. Subject to adjustment as provided in Section 5(c), the aggregate number of shares of
Stock that may be delivered upon the exercise of awards granted under the Plan shall be 1,230,915.
Notwithstanding anything to the contrary contained herein, within sixty (60) days following Amendment Date, the
Board shall issue options to purchase at least 100,000 shares of Stock to each of the participants, and options to
purchase the balance of the shares of Stock subject to the Plan shall be awarded in amounts determined by the
Board on the first and second anniversary of the Amendment Date (i.e., June 20, 2004 and June 20, 2005), or at
any such time prior to the second anniversary of the Amendment Date as the Board elects. If any award granted
under the Plan terminates without having been exercised in full, the number of shares of Stock as to which such
award was not exercised (the "Forfeited Shares") shall be

                                                       -2-
available for future grants within the limits set forth in this Section 5(a), and, within ninety (90) days of such
termination, the Board shall grant additional options to purchase all of the Forfeited Shares to one or more
remaining participants in the Plan. Any such additional options granted to the remaining participants shall contain
the same terms and conditions (and shall become Vested (as defined below) according to the same schedule) as
the existing options held by such participants.

(b) Shares to be Delivered. Shares delivered under the Plan shall be authorized but unissued Stock or, if the
Board so decides in its sole discretion, previously issued Stock acquired by the Company and held in its treasury.
No fractional shares of Stock shall be delivered under the Plan.

(c) Changes in Stock. In the event of a stock dividend, stock split or combination of shares, recapitalization or
other change in the Company's capital stock, the number and kind of shares of Stock subject to awards then
outstanding or subsequently granted under the Plan, the exercise price of such awards, the maximum number of
shares of Stock that may be delivered under the Plan, and other relevant provisions shall be appropriately
adjusted by the Board, whose determination shall be binding on all persons.

The Board may also adjust the number of shares subject to outstanding awards and the exercise price and the
terms of outstanding awards to take into consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(j)), acquisitions or dispositions of stock or property or any other event if it is determined by the Board
that such adjustment is appropriate to avoid distortion in the operation of the Plan, provided that no such
adjustment shall be made in the case of an incentive option, without the consent of the participant, if it would
constitute a modification, extension or renewal of the option within the meaning of section 424(h) of the Code.

6. TERMS AND CONDITIONS OF OPTIONS

(a) Exercise Price of Options. The exercise price of each option shall be determined by the Board but in the case
of an incentive option shall not be less than 100% (110%, in the case of an incentive option granted to a ten-
percent shareholder) of the fair market value of the Stock at the time the option is granted; nor shall the exercise
price be less, in the case of an original issue of authorized stock, than par value. For this purpose, "fair market
value" in the case of incentive options shall have the same meaning as it does in the provisions of the Code and
the regulations thereunder applicable to incentive options; and "ten-percent shareholder" shall mean any
participant who at the time of grant owns directly, or by reason of the attribution rules set forth in section 424(d)
of the Code, is deemed to own stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any of its parent or subsidiary corporations.

(b) Duration of Options. Options shall be exercisable during such period or periods as the Board may specify.
The latest date on which an option may be exercised (the "Final Exercise Date") shall be the date that is ten years
(five years, in the case of an incentive option

                                                         -3-
granted to a "ten-percent shareholder" as defined in (a) above) from the date the option was granted or such
earlier date as the Board may specify at the time the option is granted.

(c) Vesting and Exercise of Options.

(1) Options shall become "Vested" as follows (though the Board may at any time accelerate the time at which all
or any part of an option becomes Vested):

(A) each option shall become Vested as to 1/4 of the shares subject to such option on the date of grant; and

(B) each option shall become Vested as to an additional 1/48 of the shares subject to such option on the last day
of each month thereafter.

(2) Each option may from time to time be exercised in whole or in part for such number of shares of Stock as to
which such option is Vested, provided that one of the following conditions has been met:

(A) the Company shall have entered into an agreement or agreements with one or more third parties pursuant to
which the Company grants rights to such third parties in exchange for aggregate consideration (including, without
limitation, license or sublicense fee payments, payments for options to license or sublicense, research and
development support payments, milestone payments or minimum or advance royalties (but not counting payments
for equity interests in the Company or royalties contingent on future sales)) of at least $3 million; provided,
however, that any proceeds received by the Company in respect of "premium equity" (meaning equity of the
Company issued at a per share price (on a fully-converted basis) at least 25% higher than the per share price (on
a fully-converted basis) of the stock issued in the Company's most recent round of equity financing) issued in
connection with any such agreement shall be counted towards such $3 million amount; or

(B) the Company shall have consummated a Series B Preferred Stock financing at a per share price equal to at
least two times the price per share paid for the Company's Series A Preferred Stock.

Notwithstanding the foregoing, if the Company consummates a Series B Preferred Stock financing at a per share
price less than twice, but equal to at least 1.5 times, the price per share paid for the Company's Series A
Preferred Stock, each option shall become exercisable for one-half of the number of shares of Stock as to which
such option is Vested from time to time.

(3) Options may be exercised only in writing. Written notice of exercise must be signed by the proper person and
furnished to the Company, together with (i) such

                                                       -4-
documents as the Board may require and (ii) payment in full as specified below in Section 6(d) for the number of
shares for which the option is exercised.

(4) The delivery of Stock upon the exercise of an option shall be subject to compliance with (i) applicable federal
and state laws and regulations, (ii) if the outstanding Stock is at the time listed on any stock exchange, the listing
requirements of such exchange, and (iii) Company counsel's approval of all other legal matters in connection with
the issuance and delivery of such Stock. If the sale of Stock has not been registered under the Securities Act of
1933, as amended, the Company may require, as a condition to exercise of the option, such representations or
agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require
that the certificates evidencing such Stock bear an appropriate legend restricting transfer.

(5) In the case of an option that is not an incentive option, the Board shall have the right to require that the
participant exercising the option remit to the Company an amount sufficient to satisfy any federal, state, or local
withholding tax requirements (or make other arrangements satisfactory to the Company with regard to such
taxes) prior to the delivery of any Stock pursuant to the exercise of the option. If permitted by the Board, either
at the time of the grant of the option or the time of exercise, the participant may elect, at such time and in such
manner as the Board may prescribe, to satisfy such withholding obligation by (i) delivering to the Company Stock
(which in the case of Stock acquired from the Company shall have been owned by the participant for at least six
months prior to the delivery date) having a fair market value equal to such withholding obligation, or (ii) requesting
that the Company withhold from the shares of Stock to be delivered upon the exercise a number of shares of
Stock having a fair market value equal to such withholding obligation.

In the case of an incentive option, if at the time the option is exercised the Board determines that under applicable
law and regulations the Company could be liable for the withholding of any federal or state tax with respect to a
disposition of the Stock received upon exercise, the Board may require as a condition of exercise that the
participant exercising the option agree (i) to inform the Company promptly of any disposition (within the meaning
of section 424(c) of the Code and the regulations thereunder) of Stock received upon exercise, and (ii) to give
such security as the Board deems adequate to meet the potential liability of the Company for the withholding of
tax, and to augment such security from time to time in any amount reasonably deemed necessary by the Board to
preserve the adequacy of such security.

(6) If an option is exercised by the executor or administrator of a deceased participant, or by the person or
persons to whom the option has been transferred by the participant's will or the applicable laws of descent and
distribution, the Company shall be under no obligation to deliver Stock pursuant to such exercise

                                                         -5-
until the Company is satisfied as to the authority of the person or persons exercising the option.

(d) Payment for and Delivery of Stock. Stock purchased upon exercise of an option under the Plan shall be paid
for as follows:

(i) in cash or by personal check, certified check, bank draft or money order payable to the order of the
Company; or

(ii) if so permitted by the Board (which, in the case of an incentive option, shall specify the method of payment at
the time of grant), (A) through the delivery of shares of Stock (which, in the case of Stock acquired from the
Company, shall have been held for at least six months prior to delivery) having a fair market value on the last
business day preceding the date of exercise equal to the purchase price or (B) by delivery of a promissory note
of the participant to the Company, such note to be payable on such terms as are specified by the Board or (C)
by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (D) by any other form of payment, or combination of forms of
payment, approved by the Board, including but not limited to cancellation of indebtedness; provided, that if the
Stock delivered upon exercise of the option is an original issue of authorized Stock, at least so much of the
exercise price as represents the par value of such Stock shall be paid other than by a personal check or
promissory note of the person exercising the option.

(e) [Intentionally Omitted.]

(f) Rights as Shareholder. A participant shall not have the rights of a shareholder with regard to awards under the
Plan except as to Stock actually received by the participant under the Plan.

(g) Nontransferability of Awards. Except as the Board may otherwise determine, no award may be transferred
other than by will or by the laws of descent and distribution, and during a participant's lifetime an award may be
exercised only by the participant. Without limiting the discretion of the Board pursuant to the immediately
preceding sentence, in the case of an option that is not an incentive option, the award may specify that the such
option is transferable to any member of the participant's "immediate family" (as such term is defined in Rule 16a-1
(e) promulgated under the Exchange Act, or any successor rule or regulation) or to one or more trusts whose
beneficiaries are members of such participant's "immediate family" or partnerships in which such family members
are the only partners, so long as the participant receives no consideration for the transfer of such option and such
transferred option shall continue to be subject to the same terms and conditions as were applicable to it
immediately prior to the transfer.

(h) Death. If a participant dies, each option held by the participant immediately prior to death may be exercised,
to the extent it was exercisable immediately prior to death, by the

                                                        -6-
participant's executor or administrator or by the person or persons to whom the option is transferred by will or
the applicable laws of descent and distribution, at any time within the one-year period (or such longer or shorter
period as the Board may determine) beginning with the date of the participant's death but in no event beyond the
Final Exercise Date. All options held by a participant immediately prior to death that are not then exercisable shall
terminate on the date of death.

(i) Termination of Service Other Than By Death. Except as the Board may otherwise determine or may otherwise
specify in any award, if an employee's employment with the Company and its subsidiaries terminates for any
reason other than by death, all options held by the employee that are not then exercisable shall terminate. Options
that are exercisable on the date employment terminates shall continue to be exercisable for a period of three
months (or such longer period as the Board may determine, but in no event beyond the Final Exercise Date)
unless the employee was discharged for cause that in the opinion of the Board casts such discredit on the
employee as to justify termination of the employee's options. After completion of the post-termination exercise
period, such options shall terminate to the extent not previously exercised, expired or terminated. For purposes of
this Section 6(i), employment shall not be considered terminated (i) in the case of sick leave or other bona fide
leave of absence approved for purposes of the Plan by the Board, so long as the employee's right to
reemployment is guaranteed either by statute or by contract, or (ii) in the case of a transfer of employment
between the Company and a subsidiary or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming an option in a transaction to which
section 424(a) of the Code applies.

In the case of a participant who is not an employee, provisions relating to the exercisability of options following
termination of service shall be specified in the award. If not so specified, all options held by such participant that
are not then exercisable shall terminate upon termination of service. Options that are exercisable on the date the
participant's service as a director, consultant or adviser terminates shall continue to be exercisable for a period of
three months (or such longer period as the Board may determine, but in no event beyond the Final Exercise Date)
unless the director, consultant or adviser was terminated for cause that in the opinion of the Board casts such
discredit on him or her as to justify termination of his or her options. After completion of the post-termination
exercise period, such options shall terminate to the extent not previously exercised, expired or terminated.

(j) Acceleration of Vesting and Termination upon Certain Events. In the event of a consolidation or merger in
which the Company is not the surviving corporation (other than a merger with a wholly owned subsidiary
consummated for the sole purpose of changing the Company's jurisdiction of incorporation) or which results in
the acquisition of substantially all the Company's outstanding Stock by a single person or entity or by a group of
persons and/or entities acting in concert, or in the event of the sale or transfer of substantially all the Company's
assets, all outstanding awards shall thereupon terminate, provided that all outstanding awards shall become fully
Vested and exercisable immediately prior to consummation of such merger, consolidation or sale of assets unless,
if there is a surviving or acquiring corporation, the Board has arranged, subject to consummation of the merger,
consolidation or sale of assets, for the assumption of the awards or the grant to participants of replacement
awards by that corporation

                                                         -7-
or an affiliate of that corporation, which awards in the case of incentive options shall satisfy the requirements of
section 424(a) of the Code.

In addition, in the event of the consummation of a Qualified Sale of the Company (as defined below) or the initial
public offering of the Company, all outstanding awards shall become fully Vested and exercisable immediately
prior to consummation of such Qualified Sale of the Company or initial public offering. The term "Qualified Sale
of the Company" shall mean the occurrence of any of the following events in which the proceeds received (or
available for distribution by the Company) in respect of each share of Series A Redeemable Convertible
Preferred Stock, $.01 par value ("Series A Preferred"), shall be at least twice the original price per share paid for
such share of Series A Preferred (as adjusted for stock splits, combinations, reclassifications and similar events
affecting the Series A Preferred): (a) the sale, lease or transfer of all or substantially all of the assets of the
Company to any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than a
wholly-owned subsidiary of the Company; (b) the consummation of any transaction as a result of which holders
of voting stock of the Company immediately prior to such transaction would own beneficially (as such term is
used in Section 13(d) of the Exchange Act, but without regard to any concept of aggregation of Persons), directly
or indirectly, 50% or less of the voting stock of the Company immediately after such transaction; or (c) the
consummation of any transaction (including any merger or consolidation) as a result of which any person or group
(as such term is used in Section 13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as defined in
Section 13(d) of the Exchange Act) of 50% or more (by vote) of the voting stock of the Company.

7. EMPLOYMENT RIGHTS

Neither the adoption of the Plan nor the grant of awards shall confer upon any participant any right to continue as
an employee or director of, or consultant or adviser to, the Company or any parent or subsidiary or affect in any
way the right of the Company or parent or subsidiary to terminate them at any time. Except as specifically
provided by the Board in any particular case, the loss of existing or potential profit in awards granted under this
Plan shall not constitute an element of damages in the event of termination of the relationship of a participant even
if the termination is in violation of an obligation of the Company to the participant by contract or otherwise.

8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

Neither adoption of the Plan nor the grant of awards to a participant shall affect the Company's right to make
awards to such participant that are not subject to the Plan, to issue to such participant Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be issued.

With the consent of the participant, the Board may at any time cancel an existing award in whole or in part and
grant another award for such number of shares as the Board specifies. The Board may at any time or times
amend the Plan or any outstanding award for the purpose of

                                                         -8-
satisfying the requirements of section 422 of the Code or of any changes in applicable laws or regulations, or for
any other purpose that may at the time be permitted by law including but not limited to the acceleration of vesting
of any outstanding award, or may at any time terminate the Plan as to further grants of awards, but no such
amendment shall adversely affect the rights of any participant (without the participant's consent) under any award
previously granted.

9. LOCK UP

By receipt and acceptance of a Option, each participant agrees, if requested in writing by an underwriter of
Common Stock or other securities of the Company, not to sell, assign, donate, pledge, encumber, hypothecate,
grant an option to, or otherwise transfer or dispose of, whether in privately negotiated or open market
transactions, any Common Stock or other securities of the Company held by him, her or it during the 180-day
period following the effective date of a registration statement filed pursuant to the Company's initial public
offering. The provisions of this Section 9 are intended to be automatic in effect, and no further acknowledgement
or evidence of agreement shall be required for the Company or its transfer agent to enforce the provisions of this
Section 9, or for the Company or its transfer agent to enter into a "stop transfer" or similar order with respect to
securities of the Company held by participants.

***

                                                        -9-
                                                 EXHIBIT 10.12

                                     CLINICAL STUDY AGREEMENT
                                         CYBERKINETICS, INC.

                     FEASIBILITY CLINICAL STUDY OF THE CYBERKINETICS
                        BRAINGATE(TM) NEURAL INTERFACE SYSTEM

This document sets forth an Agreement ("Agreement") among Cyberkinetics, Inc. ("Cyberkinetics"), Rhode
Island Hospital, a Lifespan partner ("Institution") and Gerhard Friehs, M.D, (the "Principal Investigator")
regarding the performance of certain services by the Institution for a Cyberkinetics clinical study as described in
the Protocol entitled DD-CP-0002, "Feasibility Study of the BrainGate(TM) Neural Interface System Feasibility
Study in Patients Unable to Use Their Hands" (the "Study") a copy of which is attached as Attachment "A" and
incorporated herein by reference, in accordance with the protocol set forth therein (the "Study Protocol"). The
Effective Date of the Agreement is the date of the final signature.

WHEREAS, Cyberkinetics is desirous of conducting clinical research (hereinafter the "Research") at the
Institution.

WHEREAS, the Institution is an educational, research and/or health care institution and is desirous of conducting
the Research in order to advance its educational and scientific clinical research missions and promote the health of
the public; the parties agree as follows:

1. PERFORMANCE

(a) Institution and Investigator agree to provide all personnel, facilities, and resources as necessary to the
performance of the study in accordance with the instructions, timing and directions set forth in the Study Protocol,
and all applicable laws and regulations, as well as any amendments to the Study Protocol that are mutually agreed
to and documented by the parties. The Principal Investigator will use his/her reasonable best efforts to perform all
the services described herein, or incidental to those described herein, at the Institution in accordance with the
highest standards of medical and clinical research practice. The Study will be conducted in accordance with the
Study Protocol and all applicable laws and regulations, as well as any amendments to that protocol mutually
agreed to and documented by the parties hereto. In the event of a conflict between this Agreement and the Study
Protocol the terms of this Agreement will govern. The parties acknowledge that this is a multi-center study with
overall enrollment and implant limits, so Principal Investigator agrees to coordinate patient enrollments with
Cyberkinetics such that these limits are not exceeded. The Institution agrees to ensure that an Institutional Review
Board ("IRB") that complies with the requirements of 21 C.F.R. Part 56 will be responsible for the initial and
continuing review and approval of the Study. The parties also agree to promptly report to the IRB and each other
all changes in the research activity and all unanticipated problems involving risk to human subjects or others.
Additionally the parties agree to not make any changes in the study without IRB approval except where
necessary to eliminate apparent immediate hazards to human subject.

(b) If Gerhard Friehs, M.D. ceases to serve as Principal Investigator for any reason, Principal

Confidential 4/21/2004

                                                      Page 1
                                      RESEARCH ADMINISTRATION

Investigator and Institution shall promptly notify Cyberkinetics, and Institution and Cyberkinetics shall use
reasonable good faith efforts to identify a mutually acceptable replacement within thirty (30) days. If a suitable
replacement Principal Investigator cannot be identified within the thirty day period, Cyberkinetics shall have the
right to terminate this Agreement as provided in Section 12. Institution will make reasonable efforts to complete
the study for patients that are already enrolled or work with Cyberkinetics to transfer these patients to another
Study site.

(c) Performance of the Study under this Agreement shall commence not later than the final date of signature of
this agreement and shall terminate on December 31, 2005. Regarding the performance hereunder, time is of the
essence. In case of delayed performance, this Agreement may at Cyberkinetics' request, and Institution's
approval, be extended for subsequent periods until the Study is completed.

2. PAYMENTS

The parties anticipate that enrollment and implantation of up to five subjects will be completed within four (4)
months of the Effective Date of this Agreement or final Institution Review Board ("IRB") and Food and Drug
Administration ("FDA") Investigational Device Exemption ("IDE") approval, whichever occurs later. In full
payment and compensation for the performance under this agreement, Cyberkinetics will provide:

- Investigational devices sufficient to conduct the study

- Payment to the Institution for IRB fees in the amount of $2,000 to cover the initial IRB review and subsequent
reviews as required by the IRB

- Payment to the Institution per subject for actual procedures performed and/or completed as described in the
Protocol for implantation and/or explanation of the device.

- Payment to the Institution for indirect costs at a rate of 25% of the total costs incurred for each procedure
completed.

A template study budget based on anticipated surgical procedures is attached as Attachment II. Invoices will
reflect actual services provided during each surgical procedure.

Invoices will be generated by the Institution and sent to Cyberkinetics for payment as patients' complete the visits
required by the Study Protocol. A detail of expenses will be sent with the invoices. Payments will be made by
Cyberkinetics within 30 days of receipt of the invoice. Cyberkinetics will make payments to the following
address:

Rhode Island Hospital
Office of Research Administration
Aldrich Building 3rd floor
593 Eddy Street
Providence, RI 02903

Tax ID #05-0258954

Payments will reference the Protocol # DD-CP-0002.

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                                                       Page 2
ADVERSE EVENTS: In the event a patient is injured or suffers an adverse reaction as a result of participating in
the Study and is in any way treated or receives services from Institution, as a result of this adverse event,
Institution will be reimbursed for a reasonable, uncovered, actually incurred medical costs which are directly
related to the device and/or its implant following its use in accordance with the Protocol and this Agreement at the
same rate agreed upon in this Agreement, provided that such costs are in no way attributable to the negligence or
misconduct of any agent or employee of the Institution. Adverse Events not related to the Study and/or treatment
or services not from Institution or not related to the Study are not covered by this Agreement.

3. INVENTIONS; WARRANTIES

(a) All rights, title and interest in and to Cyberkinetics' BrainGate(TM) and related accessories (the "Device")
shall remain the exclusive property of Cyberkinetics; the Institution and the Principal Investigator shall acquire no
rights of any kind whatsoever with respect to the Device, the know-how incident thereto and any patent
applications and patents related thereto as a result of performance under this Agreement or otherwise. Institution
and the Principal Investigator agree that all inventions, discoveries and technology relating to the Device, whether
patentable or not, conceived or reduced to practice by the Principal Investigator, solely or jointly with others as a
result of work done under this Agreement ("Inventions") shall be and remain, at all times, the sole and exclusive
property of Cyberkinetics. Institution shall promptly report in writing any Invention to Cyberkinetics, and shall
ensure that at all times the Principal Investigator and any investigator participating in the Study that could be
deemed to be an "inventor" of any such Inventions shall be subject to Institution policy and procedure assigning all
of his or her rights to any such Inventions (without cost to Cyberkinetics) to the Institution (which rights are
hereby assigned to Cyberkinetics pursuant to this Section 3). Any and all acts reasonably necessary to assist
Cyberkinetics in perfecting its right to any and all Inventions and any patent applications or patents related thereto
shall be performed by the Institution and/or Principal Investigator at Cyberkinetics' expense. Without limiting the
foregoing, the Institution shall be entitled to a royalty-free license to use, for research purposes only, inventions
that are developed, discovered or reduced to practice in the performance of the Study which are owned by
Cyberkinetics. The Institution and the Principal Investigator certify by the execution of this Agreement, that to
their knowledge they have not entered, and will not enter, into any contractual agreement or relationship which
would in any way conflict with or compromise Cyberkinetics' proprietary interest in, or rights to, any inventions,
discoveries or technology existing at the time of the execution of this Agreement or directly arising out of or
materially related to the performance hereunder.

(b) The Institution warrants that it or the Principal Investigator will obtain from all individuals subject to the Study
an adequate and properly executed informed consent. The Institution also warrants that the informed consent
form complies with all applicable federal and state laws and regulations. The Institute further warrants that it and
the Principal Investigator will comply with all federal and state laws and regulations concerning record keeping,
project conduct, receipt and disposition of product, and obtaining of adequate informed consent from individuals
subject to treatment in the Study, and that it, the Principal Investigator, and any subinvestigators will comply with
the confidentiality requirements established in Section 9 of this Agreement.

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                                                        Page 3
4. DATA

Except as provided in Section 8 of this Agreement, all data and results generated or produced in the Study
except patient and hospital records, including all information required on case report forms in the Protocol
("Data") shall be the sole exclusive property of Cyberkinetics. The Investigator shall prepare and submit to
Cyberkinetics all original case report forms as provided in the Protocol. Investigator shall have the right to retain
copies of all data and results arising from its participation in the Study solely for the purposes permitted by this
Agreement. The Investigator may use such Data for research and education purposes in accordance with this
Agreement, but, except as set forth in Section 8, will not transfer any such Data collected under the Protocol to
any third party without the prior written permission of Cyberkinetics. All Data collected under the Protocol shall
be delivered to Cyberkinetics in a timely manner throughout the performance of this Study, as provided in the
Protocol, and no later than ten (10) working days after the termination of this Agreement or on such date as
Cyberkinetics otherwise requests delivery of the Data.

5. RECORD KEEPING/RETENTION

Investigator agrees to maintain complete and up-to-date Study records during the Study including Case Report
Forms and the Study Site file, which includes all Study-related correspondence. Investigator agrees to sign a
statement in each patient's Case Report Form attesting that the data contained therein are an accurate accounting
of the treatment, care, and events surrounding the patient's involvement in the Study.

Investigator will retain all records for this Study for the last to expire of:

(a) Two (2) years after the FDA or other national regulatory body approves the regulatory application for
product clearance;

(b) Two (2) years following the termination or withdrawal of the regulatory agency exemption (e.g.,
Investigational Device Exemption (IDE) application) under which the Study was conducted;

(c) As defined by local, state and federal law and regulations; or

(d) In any event no later than ten (10) years after the conclusion of the Study.

To avoid any possible errors, Investigator will contact Cyberkinetics prior to the destruction of records or in the
event of accidental loss or destruction of any Study records.

The Institution shall make periodic reports to Cyberkinetics, including a final written report on the performance of
the Study, upon its completion and shall promptly respond to Cyberkinetics' reasonable inquiries regarding the
status of the Study. The Institution agrees to promptly report to Cyberkinetics adverse experiences that occur in
the course of the Study.

6. CYBERKINETICS RIGHT OF REASONABLE INSPECTION

Personnel from Cyberkinetics (or its representatives) may call on Investigator periodically at mutually convenient
times to monitor and/or audit the Study and answer procedural questions. Investigator agrees, as defined in the
Protocol to make all Study records and Study participants' medical records available for comparison and/or
copying if requested by Cyberkinetics (or its representatives subject to compliance with patient privacy and
confidentiality rights). Investigator also agrees to cooperate

Confidential 4/21/2004

                                                          Page 4
with representatives of the U.S. FDA or any other regulatory agency in the event of an inspection of this Study,
and will provide the regulatory agency representative access to the above-described records. Institution agrees to
notify Cyberkinetics immediately upon the commencement of an inspection by FDA or any other government
authority concerning the Study and to provide continual communication regarding the progress of any inspection.

7. USE OF NAME/PUBLICITY

No party shall, without the prior written consent of the affected party, use in advertising, publicity, press release,
or otherwise, the name, trademark, logo, symbol, or other image of the affected party. Except as permitted in
Section 8, the Investigator and Institution (which shall include its employees, agents and representatives) shall not
issue or disseminate any press release or statement, nor initiate any communication of information regarding this
Study, written or oral, to the communications media or any third party without the prior written consent of
Cyberkinetics.

8. SCIENTIFIC PRESENTATIONS AND PUBLICATIONS

The Investigator and/or Institution may present or publish the Data in appropriate scientific journals or other
professional publications/forums. It is the intent of this study to be a multi-center study and presentation and
publication of the pooled, multi-center results will occur before any individual site results or additional analyses
are presented or published. Authorship will be determined by the Investigators at each study site together with
Cyberkinetics using appropriate standards for research authorship. It is anticipated that authorship for multi-
center presentations and publications will include the scientific inventor(s) of the BrainGate device, Investigators
and Co-Investigators by site in order of highest to lowest number patients implanted and implanting surgeon(s).

Investigator shall submit to Cyberkinetics for its review, a copy of any proposed abstract for presentation or
manuscript resulting from the Study at least sixty (60) days prior to the estimated date of submission for
presentation or publication, and if no response is received within sixty (60) days of the date submitted to
Cyberkinetics, it will be conclusively presumed that the presentation or publication may proceed without delay. If
Cyberkinetics determines that the proposed presentation or publication contains patentable subject matter which
requires protection, Cyberkinetics may require the delay of presentation or publication for a period of time not to
exceed sixty (60) days for the purpose of filing patent applications. At the end of the sixty (60) day period the
authors shall be free in their sole discretion to publish the results of the Study.

In all presentations and publications, credit shall be given to Cyberkinetics for its sponsorship of the Study and
the supply of the Device under the Study.

9. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all information provided by or on behalf of
Cyberkinetics to the Investigator in connection with the Study by the Investigator in connection with the Study,
whether written, graphic or oral, except the following: (i) Information that is now or subsequently becomes public
without breach of this Agreement;

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                                                       Page 5
(ii) Information known by the Investigator, as evidenced by written records, prior to the date of this Agreement;
(iii) Information that the Investigator received from a third party not under any obligation to keep such information
confidential; and (iv) was developed independently by the Institution.

Except for publication of the Data pursuant to Section 8 hereof, the Investigator agrees to maintain all
Confidential Information in confidence and not to use or disclose for a period not to exceed three (3) years any
Confidential Information to any third party without the express written consent of Cyberkinetics. The Investigator
shall disclose Confidential Information only to those employees who require such information for the purposes of
this Agreement and who are bound by a like obligation of confidentiality.

Upon the completion of the Study, the Institution and the Principal Investigator agree to return all copies or
embodiments of Confidential Information upon the written request of Cyberkinetics.

10. LIABILITY/INSURANCE/WARRANTY DISCLAIMER

Cyberkinetics will indemnify, hold harmless and defend the Principal Investigator and Institution (including the
Principal Investigator, any employees of the Institution and the Institution's, agents and representatives, the
"Indemnified Parties") from and against any claims, liabilities, costs, damages, expenses and reasonable attorneys'
fees (collectively, "Losses") relating to resulting from the use of the Device in the Study (and not resulting from the
performance of, or complications arising from, standard clinical care procedures); provided that Cyberkinetics
shall, have no obligation to indemnify, hold harmless and defend the Indemnified Parties under this Section 10 for
any claim unless (1) the Principal Investigator and the Institution, its agents, servants and employees are shown to
have adhered to and complied with all specifications and directions of the Protocol for the Study, all applicable
FDA and other regulatory requirements and all Cyberkinetics written instructions concerning the administration
and use of the Device in the Study Protocol; (2) Cyberkinetics is promptly notified in writing of such claim or suit;
and (3) Cyberkinetics has full control of the defense, including settlement of the claim or suit and receives the full
cooperation of the Institution and Principal Investigator, its agents and employees. Notwithstanding the foregoing,
Cyberkinetics shall have no liability to Indemnified Parties, or any obligation to indemnify hereunder, if the Losses
have resulted from negligence, recklessness or willful malfeasance of any of the Indemnified Parties.

Institution shall, to the extent permitted by law, be responsible for its own acts in conducting the Study, limited
solely and exclusively to the extent such acts are judicially determined by a court of last resort to have arisen out
of, or result from: (i) the negligence recklessness or willful malfeasance on the part of the Institution; or (ii) the
failure of the Institution to (1) comply with any applicable FDA or other regulatory requirements, or (2) adhere to
the terms of the Protocol or Cyberkinetics written instructions concerning the administration and use of the
Device involved in the Study. The parties agree that this is only a statement setting forth the limited responsibility
of the Institution solely for its own acts of judicially determined negligence, recklessness, or willful malfeasance,
and is not and shall not be construed as any contractual or other obligation to indemnify Cyberkinetics or any
third party.

Cyberkinetics will maintain, during the term of this Agreement, Comprehensive General Liability Insurance
(including products liability, contractual liability, clinical testing liability and

Confidential 4/21/2004

                                                       Page 6
broad form property damage coverage) with reputable and financially secure insurance carriers to cover the
activities of the clinical study arising out of this Agreement, with minimum limits of $5,000,000 per occurrence.
Coverage will be written to cover claims incurred, discovered, manifested, or made during or after the expiration
of this Agreement.

The Principal Investigator and Institution each understand and agree that the Device and the associated
implantation and explanation procedures are experimental in nature. CYBERKINETICS MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND. EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE DEVICE EXCEPT THAT CYBERKINETICS WARRANTS THAT
THE DEVICE HAS BEEN MANUFACTURED IN ACCORDANCE WITH ANY AND ALL FDA
FILINGS WITH RESPECT TO THE DEVICE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL
BE LIABLE FOR ANY SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER
CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11. RELATIONSHIP

The Principal Investigator, including its agents and employees, shall be an independent contractor at all times, and
shall not be an agent of Cyberkinetics and shall have no actual apparent or implied authority to bind
Cyberkinetics in any manner or any obligation what so ever.

12. TERMINATION OF AGREEMENT OR TERMINATION OF A PARTY'S PARTICIPATION IN
AGREEMENT

Any party has the right at any time, within sixty (60) days prior written notice to each of the other parties, to
terminate this Agreement for any cause or no cause. In the event of premature termination of this Study, the
Institution will be reimbursed appropriately for patients enrolled up to the date of termination for whom
Cyberkinetics receives a properly completed Case Report Form and Cyberkinetics will pay for any uncancelable
obligations prior to termination date; provided, however that no payment will be made to Institution if the Study is
terminated at Institution because the Principal Investigator/ Institution did not adhere to the Study Protocol. Upon
the termination or expiration of this Agreement, the Institution shall return to Cyberkinetics, at Cyberkinetics'
expense, any remaining Devices.

The obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and 14 shall survive the termination or
expiration of this Agreement.

13. NOTICES

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                                                       Page 7
Any notice required or permitted to be given hereunder shall be in writing and shall be considered given when
mailed by pre-paid registered or certified mail, return receipt requested, or delivered by hand, to the parties at the
following addresses (or such other address as a party may specify by notice hereunder):

If to the Institution to:
Peggy McGill, MA, CRA
Lifespan Director, Office of Research Administration Aldrich Building 3rd floor
Providence, RI 02903

Copy to:
Gerhard Friehs
Rhode Island Hospital
55 Claverick Street
Suite 100
Providence, RI 02903
If to Cyberkinetics to:
Timothy Surgenor
Cyberkinetics, Inc.
100 Foxborough Blvd. Suite 240
Foxborough, MA 02035

With a copy to:
Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Attention: Jeffrey P. Donohue, Esq.

14. MISCELLANEOUS

(a) This Agreement represents the entire understanding as of the Effective Date hereof between the parties with
respect to the patient matter hereof, and supersedes all prior agreements, negotiations, understanding,
representations, statements and writings between the parties relating thereto. No modification, alteration, waiver
or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in
writing and duly executed by each of the parties hereto.

(b) This Agreement shall be governed by and construed in accordance with the laws of the state of Rhode Island,
irrespective of any conflicts of law principles. Each of the parties agrees to the jurisdiction of the federal and state
courts sitting in Boston, Massachusetts, with respect to any dispute arising between the parties.

(c) This Agreement may not be assigned by any party without the prior written consent of the other parties.

Confidential 4/21/2004

                                                        Page 8
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.

CYBERKINETICS, INC.

                   By: /s/ Timothy Surgenor                          Date: 5/10/04
                      -----------------------
                   Timothy Surgenor
                   Chairman and CEO




RHODE ISLAND HOSPITAL

Read and acknowledged by Principal Investigator:

                   By: /s/ Gerhard Friehs                           Date: 04/28/04
                      ----------------------
                      Gerhard Friehs, M.D.

                   By: /s/ Peggy McGill                              Date: 5/3/04
                      ----------------------
                      Peggy McGill, MA, CRA
                      Lifespan Director, Research Admin.
         EXHIBIT 10.13

   TRAFALGAR VENTURES INC.

REGISTRATION RIGHTS AGREEMENT

       OCTOBER ___, 2004
.

                                              .
                                              .

    Article 1. Certain Definitions..................................................   1

    Article 2. Registration Rights..................................................   2

      Section   2.1      Incidental/"Piggy-Back" Registration......................    2
      Section   2.2      Demand Registration.......................................    3
      Section   2.3      Conditional Registration..................................    4
      Section   2.4      Information Required for Registration.....................    4
      Section   2.5      Effectiveness of Registration Statements..................    4
      Section   2.6      Termination of Registration Rights........................    4
      Section   2.7      Exchange Act Registration.................................    4
      Section   2.8      Damages...................................................    5
      Section   2.9      Further Obligations of the Company........................    5
      Section   2.10     Expenses..................................................    6
      Section   2.11     Delay of Registration.....................................    6
      Section   2.12     Conditions to Registration Obligations....................    7
      Section   2.13     Transferability of Registration Rights....................    7

    Article 3. Indemnification......................................................   7

      Section 3.1        Indemnification of Holders of Registrable Shares..........    7
      Section 3.2        Indemnification of Company................................    9

    Article 4. Covenants............................................................   10

      Section 4.1        Registration of Shares....................................    10
      Section 4.2        Lock-Up Agreements........................................    10

    Article 5. General..............................................................   11

      Section   5.1      No Waiver; Cumulative Remedies............................    11
      Section   5.2      Amendments, Waivers and Consents..........................    11
      Section   5.3      Addresses for Notices.....................................    11
      Section   5.4      Binding Effect; Assignment................................    12
      Section   5.5      Entire Agreement..........................................    12
      Section   5.6      Severability..............................................    12
      Section   5.7      Governing Law.............................................    13
      Section   5.8      Headings..................................................    13
      Section   5.9      Counterparts..............................................    13
      Section   5.10     Expenses..................................................    13
      Section   5.11     Further Assurances........................................    13
      Section   5.12     Agreement on File.........................................    13




                                              ii
                                      TRAFALGAR VENTURES INC.

                                REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of October ___, 2004,
by and among Trafalgar Ventures Inc., a Nevada corporation (the "Company") and the individuals and entities
listed on Exhibit A (the "Investors").

                                                  RECITALS:

A. The Investors are the holders of Series A Redeemable Convertible Preferred Stock, par value $0.0001 per
share (the "Series A Preferred Stock"), in Cyberkinetics, Inc., a Delaware corporation ("CKI"), and party to a
certain Amended and Restated Investors' Rights Agreement, dated June 30, 2003 (the "Investors' Rights
Agreement").

B. Concurrently herewith, the Company is entering into a Merger Agreement, dated of even date herewith (the
"Merger Agreement") pursuant to which Trafalgar Acquisition Corporation, a Nevada company ("MergerSub")
and a wholly owned subsidiary of the Company, will merge with and into CKI, and CKI shall thereby become a
wholly owned subsidiary of the Company (the "Merger").

C. Pursuant to the Merger, the Investors will convert their shares of Series A Preferred Stock into shares of
common stock of CKI, and subsequently exchange such shares of common stock for shares of common stock in
the Company.

D. The obligations of the Company and the Investors to enter into this Agreement are conditioned upon, among
other things, the completion of the Merger.

                                                AGREEMENT:

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledge, the parties
hereto further agree as follows:

                                  ARTICLE 1. CERTAIN DEFINITIONS

As used in this Agreement, the following underlined terms shall have the corresponding meanings:

"Agreement" has the meaning set forth in the Preamble.

"Company" has the meaning set forth in the Preamble.

"Commission" means the Securities and Exchange Commission, or any other federal agency at the time
administering the Securities Act and the Exchange Act.

"Common Stock" means (a) the Company's Common Stock, $0.001 par value per share, as authorized on the
date of this Agreement; (b) any other capital stock of any class or classes (however designated) of the Company,
authorized on or after the date hereof, the holders of which shall have the right, without limitation as to amount,
either to all or to a share of the balance of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference; and (c) any other securities of the Company into
which or for which any of the securities described in (a) or (b) may be converted or exchanged pursuant to a plan
of recapitalization, reorganization, merger, sale of assets or otherwise.
"Deferral Period" has the meaning set forth in Section 2.11.

"Exchange Act" means the Securities Exchange of Act of 1934, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.

"First Release" has the meaning set forth in Section 4.2(a).

"Investors" has the meaning set forth in the Preamble.

"Investors' Rights Agreement" has the meaning set forth in the Recitals.

"Keyperson" has the meaning set forth in Section 4.2(a).

"Merger" has the meaning set forth in the Recitals.

"Merger Agreement" has the meaning set forth in the Recitals.

"MergerSub" has the meaning set forth in the Recitals.

"Other CKI Shareholders" has the meaning set forth in Section 4.2(b).

"Permitted Transferee" has the meaning set forth in Section 2.13.

"Person" means an individual, corporation, partnership, joint venture, trust, or unincorporated organization
(including but not limited to a limited liability company), or a body politic, government or any agency or political
subdivision thereof.

"Qualified PIPE" means a private investment in the Company, to take place following the Merger in which the
aggregate proceeds to the Company (after deducting any fees, discounts, and commissions) equals or exceeds
$[5] million and pursuant to which the Company will agree to use its best efforts to register the shares sold in the
private placement under the Securities Act.

"Registrable Shares" means (i) the shares of Common Stock issued and issuable to the Investors pursuant to the
Merger; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon any sale pursuant to (x) a registration statement under the Securities Act,
(y) Section 4(1) of the Securities Act, or (z) Rule 144 promulgated under the Securities Act, or any sale, transfer
or assignment in any manner to any Person who, by virtue of Section 2.13 hereof, is not entitled to the rights
provided by this Agreement.

"Securities Act" means the Securities Act of 1933, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time.

"Series A Preferred Stock" has the meaning set forth in the Recitals.

                                    ARTICLE 2. REGISTRATION RIGHTS

Section 2.1 Incidental/"Piggy-Back" Registration.

If at any time following the six-month anniversary of the effective date of the Merger the Company shall determine
to register under the Securities Act (including pursuant to a demand of any Investor of the Company exercising
registration rights) any of its securities (other than a registration including the shares issued as part of the Qualified
PIPE and other than a registration on Form S-8 or Form S-4 or their then equivalents or similar registrations of

                                                            2
securities issued in business combination transactions or employee benefit plans), the Company shall send to each
holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice
of such determination and, if within 30 days after receipt of such notice, such holder shall so request in writing, the
Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares
such holder requests to be registered therein, provided that if, in connection with any offering involving an
underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation
on the number of shares of such Common Stock which may be included in any such registration statement
because, in such underwriter's judgment, such limitation is necessary to effect an orderly public distribution, and
such limitation is imposed pro rata with respect to all securities whose holders have contractual, incidental or
"piggyback" rights to include such securities in the registration statement and as to which inclusion has been
requested pursuant to such right, and there is first excluded from such registration statement all shares of
Common Stock sought to be included therein by (i) any current or former director, officer or employee of the
Company, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder
thereof having contractual, incidental or "piggyback" registration rights subordinate and junior to the rights of the
holders of Registrable Shares, then the Company shall be obligated to include in such registration statement only
such limited portion (which may be none) of the Registrable Shares with respect to which such holder has
requested inclusion hereunder. No incidental or "piggyback" right under this Section 2.1 shall be construed to limit
any registration required under Section 2.2, below. Notwithstanding any provision to the contrary in this
Agreement, prior to the effectiveness of such registration statement, the Company shall have the right to postpone
or withdraw any registration pursuant to this Section 2.1 without obligation to any Investor.

Section 2.2 Demand Registration.

(a) If at any time following the six-month anniversary of the effective date of the Merger one or more holders of at
least 60% of the then outstanding Registrable Shares shall notify the Company in writing that it or they intend to
offer or cause to be offered for public sale all or any portion of such Registrable Shares, the Company will so
notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. If the
holders initiating the registration intend to distribute the Registrable Shares in an underwritten offering, they shall
so advise the Company in their request. In the event such registration is underwritten, the right of other holders of
Registrable Shares to participate shall be conditioned on such holders' participation in such underwriting upon the
same terms and conditions; provided that the terms of the underwriting are consistent with this Agreement. Upon
written request of any holder given within 30 days after the receipt by such holder from the Company of such
notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by
any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under
the Securities Act as expeditiously as possible, provided that such Registrable Shares have a minimum market
value equal to or in excess of $5,0000,000. The Company shall not be required to affect more than two
registrations pursuant to this Section 2.2. If the Company determines to include shares to be sold by it in any
registration requested pursuant to this Section 2.2, such registration shall be deemed to have been a registration
under Section 2.1 of this Agreement, and not a registration under this Section 2.2, if the holders of Registrable
Shares are unable to include in any such registration statement all of the Registrable Shares initially requested for
inclusion in such registration statement.

                                                           3
(b) If a holder or holders of Registrable Shares exercise a mandatory registration right under this Section 2.2 to
participate in a registration initiated by any other Person other than the holders of Registrable Shares under
mandatory registration rights, and such holder or holders are not able to include in such registration all the
Registrable Shares which they had requested for inclusion, then such registration shall not be deemed to have
been a mandatory registration under this Section 2.2; provided, however, that such registration shall be deemed
to be a mandatory registration under this Section 2.2 if the holders of Registrable Shares are offered the
opportunity to participate, pro rata, in a registration initiated by such other Person, whether or not they decide to
so participate.

Section 2.3 Conditional Registration

The Company will register one-third of the Registrable Shares held by the Investors, on a pro rata basis, at the
six month, twelve month and eighteen month anniversaries of the Merger, provided that such registration is
approved in advance by the Company's Board of Directors.

Section 2.4 Information Required for Registration.

Any holder or holders of Registrable Shares included in any registration shall promptly furnish to the Company
such information regarding such holder or holders and the distribution proposed by such holder or holders as the
Company may request in writing and as shall be required in connection with any registration, qualification or
compliance referred to herein.

Section 2.5 Effectiveness of Registration Statements.

The Company will use its best efforts to maintain the effectiveness of any registration statement pursuant to which
any of the Registrable Shares are being offered until the earlier to occur of (i) the completion by the underwriters
of the distribution pursuant to such registration statement, or (ii) six months after the effectiveness of any
registration statement, and from time to time will amend or supplement such registration statement and the
prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable
state securities statute or regulation. The Company will also provide each holder of Registrable Shares with as
many copies of the prospectus contained in any such registration statement as it may reasonably request.

Section 2.6 Termination of Registration Rights.

The obligations of the Company pursuant to this Article 2 shall terminate (i) as to any holder of Registrable
Shares, at such time as such holder is able to sell all such Registrable Shares held by such holder within a single
three month period under Rule 144 or such holder is able to sell all Registrable Shares held by it pursuant to Rule
144(k) promulgated under the Securities Act, or (ii) once all Registrable Shares are registered.

Section 2.7 Exchange Act Registration.

If the Company at any time shall list any of its Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its expense, simultaneously list on
such exchange and maintain such listing of all of the Registrable Shares to the extent not already listed. If the
Company becomes subject to the reporting requirements of either
Section 13 or Section 15(d) of the Exchange Act, the Company will use its best efforts to timely file with the
Commission such information as the Commission may require under either of said Sections. The Company shall
use its best efforts to take all action as may be required as a condition to the availability of Rule 144 under the
Securities Act

                                                          4
(or any successor exemptive rule hereinafter in effect) with respect to such Common Stock. The Company shall
furnish to any holder of Registrable Shares forthwith upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company as filed with the Commission, and (iii) such other reports and documents as a holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing a holder to sell any such
Registrable Shares without registration. After the occurrence of the Merger, the Company agrees to use its best
efforts to facilitate and expedite transfers of the Registrable Shares pursuant to Rule 144 under the Securities Act,
which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Shares.

Section 2.8 Damages.

The Company recognizes and agrees that the holder of Registrable Shares will not have an adequate remedy if
the Company fails to comply with this Agreement and that damages may not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose an application by the holder of
Registrable Shares or any other Person entitled to the benefits of this Agreement seeking specific performance of
any and all provisions hereof or enjoining the Company from continuing to commit any such breach of this
Agreement.

Section 2.9 Further Obligations of the Company.

Whenever, under the provisions of this Agreement, the Company is required hereunder to register Registrable
Shares, it agrees that it shall also do the following:

(a) furnish to each selling holder such copies of each preliminary and final prospectus and such other documents
as said holder may reasonably request to facilitate the public offering of its Registrable Shares;

(b) use its best efforts to register or qualify the Registrable Shares covered by said registration statement under
the applicable securities or "blue sky" laws of such jurisdiction as any selling holder may reasonably request (to
the extent required by applicable law);

(c) furnish to each selling holder a "signed counterpart" of:

(i) an opinion of counsel for the Company, dated the effective date of the registration statement; and

(ii) "comfort" letters signed by the Company's independent public accountants who have examined and reported
on the Company's financial statements included in the registration statement, to the extent permitted by the
standards of the American Institute of Certified Public Accountants, covering substantially the same matters with
respect to the registration statement (and the prospectus included therein) and (in the case of the accountants'
"comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in
underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the
delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;

(d) furnish to each selling holder a copy of all documents filed and all correspondence from or to the Commission
in connection with any such offering of securities;

                                                           5
(e) use its best efforts to insure the obtaining of all necessary approvals from the National Association of
Securities Dealers, Inc.; and

(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve months, but not more than eighteen months, beginning with the first month after the effective date of
the Merger, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

Section 2.10 Expenses.

Subject to the last sentence of this Section 2.10, in the case of any registration under Article 2 of this Agreement,
the Company shall bear all costs and expenses of each such registration, including, but not limited to, printing,
legal and accounting expenses, Securities and Exchange Commission and National Association of Securities
Dealers, Inc. filing fees and expenses, and "blue sky" fees and expenses and the reasonable fees and
disbursements of not more than one counsel for the selling holders of Registrable Shares in connection with the
registration of their Registrable Shares; provided, however, that the Company shall have no obligation to pay or
otherwise bear any portion of the underwriters' commissions or discounts attributable to the Registrable Shares.
The Company shall pay all expenses in connection with any registration initiated pursuant to this Agreement which
is withdrawn, delayed or abandoned at the request of the Company, unless such registration is withdrawn,
delayed or abandoned solely because of any actions of the holders of Registrable Shares.

Section 2.11 Delay of Registration.

Notwithstanding any provision of this Agreement to the contrary, for a period not to exceed 90 days, the
Company shall have the right to defer the filing or effectiveness of a registration statement pursuant to this
Agreement at any time when the Company, in the good faith judgment of its Board of Directors as certified by the
Chief Executive Officer of the Company, reasonably believes that the filing thereof at the time requested, or the
offering of Registrable Shares pursuant thereto, would materially and adversely affect (i) an acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction by or of the Company, (ii) pre-existing and
continuing negotiations, discussions or pending proposals with respect to any of the foregoing transactions, or (iii)
the financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim,
assessment or governmental investigation which may be required thereby; provided, however, that such right to
delay the filing of a registration statement may not be exercised by the Company more than once in any twelve-
month period. Notwithstanding the provisions of Section 2.2, in the event that the Company is requested to file
any registration statement pursuant to Section 2.2, the Company shall not be obligated to effect the filing of such
registration statement: (a) during the 90 days following the effective date of any other registration statement
pertaining to an underwritten public offering of securities for the account of the Company or any holder of
Registerable Shares; or (b) during a period of no more than 90 days after the date of a request for registration
pursuant to Section 2.2 (the "Deferral Period") if at the time of such request (1) the Company is engaged, or has
fixed plans to engage in a firm commitment underwritten public offering of Common Stock in which the holders of
Registrable Securities include Registrable Securities pursuant to Section 2.1 that is expected in good faith to
occur within the Deferral Period, or (2) the Company is currently engaged in a self-tender or exchange offer and
the filing of a registration statement would cause a violation of the Exchange Act; provided, however, that the
terms of this sentence and the prior sentence of this Section 2.11 shall not be interpreted to

                                                          6
permit the Company to defer the filing or effectiveness of a registration statement requested pursuant to Section
2.2 for more than 90 days, regardless of how many of the conditions for Company deferral are satisfied.

Section 2.12 Conditions to Registration Obligations.

The Company shall not be obligated to effect the registration of Registrable Shares pursuant to Section 2.1 and
Section 2.2 unless all holders of shares being registered consent to reasonable conditions imposed by the
Company as the Company shall determine with the advice of counsel to be required by law including, without
limitation:

(a) conditions prohibiting the sale of shares by such holders until the registration shall have been effective for a
specified period of time;

(b) conditions requiring such holder to comply with all prospectus delivery requirements of the Securities Act and
with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the Exchange Act and any rules
issued thereunder by the Commission, and to furnish to the Company information about sales made in such public
offering;

(c) conditions prohibiting such holders upon receipt of electronic or written notice from the Company (until further
notice) from effecting sales or shares, such notice being given to permit the Company to correct or update a
registration statement or prospectus; and

(d) conditions requiring that at the end of the period during which the Company is obligated to keep the
registration statement effective under Section 2.5, the holders of shares included in the registration statement shall
discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its
intention to remove from registration the shares covered by such registration statement that remain unsold, and
requiring such holders to notify the Company of the number of shares registered that remain unsold immediately
upon receipt of notice from the Company.

Section 2.13 Transferability of Registration Rights.

The rights to cause the Company to register Registrable Shares pursuant to
Section 2.1 and Section 2.2 may be assigned by any Investor to a Permitted Transferee, and by such Permitted
Transferee to a subsequent Permitted Transferee, but only if such rights are transferred (a) to an affiliate, partner
or stockholder of such holder of Registrable Shares (a "Permitted Transferee") or (b) in connection with the sale
or other transfer of not less than an aggregate of 100,000 Registrable Shares or some lesser number, if such
lesser number represents all the Registrable Shares then held by such holder. Any Permitted Transferee to whom
registration rights under this Agreement are transferred shall (i) as a condition to such transfer, deliver to the
Company a written instrument by which such Permitted Transferee agrees to be bound by the obligations
imposed upon holders of Registrable Shares under this Agreement, and
(ii) be deemed to be a holder of Registrable Shares hereunder.

                                      ARTICLE 3. INDEMNIFICATION.

Section 3.1 Indemnification of Holders of Registrable Shares.

(a) In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company
will, to the extent permitted by law, indemnify and hold harmless each holder and each underwriter of the
Registrable Shares (including their officers,

                                                           7
directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be
sold) and each Person, if any, who controls such holder or any such underwriter within the meaning of Section 15
of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities, joint or several,
to which they or any of them become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse each such holder, each such underwriter
and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or any of
them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as
such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration statement or any filing with any state
securities commission or agency, in any preliminary or amended preliminary prospectus or in the final prospectus
(or the registration statement or prospectus as from time to time amended or supplemented by the Company) or
arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any state securities laws or
regulations applicable to the Company and relating to action or inaction required of the Company in connection
with such registration, unless such untrue statement or alleged untrue statement or omission or alleged omission
was made in such registration statement, preliminary or amended preliminary prospectus or final prospectus in
reliance upon and in conformity with information furnished in writing to the Company in connection therewith by
such holder of Registrable Shares, any such underwriter or any such controlling Person expressly for use therein.

(b) Promptly after receipt by any holder of Registrable Shares, any underwriter or any controlling Person of
notice of the commencement of any action in respect of which indemnity may be sought against the Company,
such holder of Registrable Shares, or such underwriter or such controlling Person, as the case may be, shall notify
the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the
Company shall assume the defense of such action (including the employment of counsel, who shall be counsel
reasonably satisfactory to such holder of Registrable Shares, such underwriter or such controlling Person, as the
case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of
which indemnity may be sought against the Company.

(c) Such holder of Registrable Shares, any such underwriter or any such controlling Person shall have the right to
employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the Company unless the employment of such counsel has been
specifically authorized by the Company. The Company shall not be liable to indemnify any Person for any
settlement of any such action effected without the Company's consent (which consent shall not be unreasonably
withheld or delayed). The Company shall not, except with the approval of each party being indemnified under this
Section 3.1, consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release
from all liability in respect to such claim or litigation.

(d) To provide for just and equitable contribution to joint liability under the Securities Act, in any case in which
any holder of Registrable Shares exercising rights under this Agreement, or any controlling person of any such
holder, makes a claim for indemnification pursuant to this
Section 3.1 but it is judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of

                                                           8
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that
this Section 3.1 provides for indemnification in such case, then the Company and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of
Registrable Shares on the other, in connection with the statements or omission which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and of the holder of Registrable Shares, on the other, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by
the holder of Registrable Shares, on the other, and each party's relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A)
no such holder will be required to contribute any amount in excess of the public offering price of all such
Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Section 3.2 Indemnification of Company.

(a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of
the Registrable Shares so registered, to the extent permitted by law, will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed or otherwise participated in the presentation
of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or
dealer through whom such of the shares may be sold) and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or
liabilities, joint or several, to which they or any of them may become subject under the Securities Act or under
any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the
Company and each such director, officer, underwriter or controlling Person for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or defending any actions whether or
not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration
statement or any filing with any state securities commission or agency, in any preliminary or amended preliminary
prospectus or in the final prospectus (or in the registration statement or prospectus as from time to time amended
or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statement therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in conformity with information furnished
in writing to the Company in connection therewith by such holder of Registrable Shares expressly for use therein;
provided, however, that such holder's obligations hereunder shall be limited to any amount equal to the proceeds
received by such holder of the Registrable Shares sold in such registration.

(b) Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be
sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in
writing of the commencement thereof, and such holder of Registrable Shares shall, subject to the provisions
hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel
reasonably satisfactory to the Company) and the payment of expenses insofar as such action

                                                           9
shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable
Shares.

(c) The Company and each such director, officer, underwriter or controlling Person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such
counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has
been specifically authorized by such holder of Registrable Shares. Such holder of Registrable Shares shall not be
liable to indemnify any Person for any settlement of any such action effected without such holder's consent (which
consent shall not be unreasonably withheld or delayed).

(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in
which the Company exercising its rights under this Agreement makes a claim for indemnification pursuant to this
Section 3.2, but it is judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding that this
Section 3.2 provides for indemnification, in such case, then, the Company and such holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of
Registrable Shares on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or by the holder
of Registrable Shares on the other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A) no
such holder will be required to contribute any amount in excess of the public offering price of all such Registrable
Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.

                                          ARTICLE 4. COVENANTS

Section 4.1 Registration of Shares

The Company hereby covenants that it will not register any shares of Common Stock held by any former holders
of the securities of CKI, other than the Investors, until the earlier of (1) the second anniversary of the Merger; or
(2) any day following the first anniversary of the Merger when, for a period of 20 consecutive trading days, the
average stock price for the shares of Common Stock is greater than $8 per share and the average daily trading
volume is over 50,000 shares.

Section 4.2 Lock-Up Agreements

(a) The Company hereby covenants that it will use its best efforts to obtain Lock-Up Agreements from each of
the individuals listed on Exhibit B attached hereto (each a "Keyperson"), pursuant to which each Keyperson
agrees not to in any way dispose of any shares of Common Stock owned either of record or beneficially by such
Keyperson, or publicly announce such Keyperson's intention to dispose of such Common Stock, until: (1) as to

                                                         10
fifty percent (50%) of the shares of Common Stock held by such Keyperson, through the earlier of (i) the close
of trading on the second anniversary of the date of the Merger, or (ii) the first day following the first anniversary
of the Merger when, for a period of 20 consecutive trading days, the average stock price for Common Stock is
greater than $8 per share and the average daily trading volume is over 50,000 shares (the "First Release"); and
(2) as to the remaining shares of Common Stock held by such Keyperson, until 180 days after the First Release.

(b) The Company hereby covenants that it will use its best efforts to obtain Lock-Up Agreements from each of
the holders of shares of CKI, or options or warrants to purchase shares of CKI, other than the Investors and the
Keypersons (the "Other CKI Shareholders"), pursuant to which each Other CKI Shareholder agrees not to in
any way dispose of any shares of Common Stock owned either of record or beneficially by such Other CKI
Shareholder, or publicly announce such Other CKI Shareholder's intention to dispose of such Common Stock,
until the earlier of (i) the close of trading on the second anniversary of the date of the Merger, or (ii) the first day
following the first anniversary of the Merger when, for a period of 20 consecutive trading days, the average stock
price for Common Stock is greater than $8 per share and the average daily trading volume is over 50,000 shares.

                                            ARTICLE 5. GENERAL.

Section 5.1 No Waiver; Cumulative Remedies.

No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 5.2 Amendments, Waivers and Consents.

Except as hereinafter provided, changes in or additions to this Agreement may be made, termination of this
Agreement, and compliance with any covenant or provision set forth herein may be omitted or waived, if the
Company (i) shall obtain consent thereto in writing from the holder or holders of at least two-thirds in interest of
the Registrable Shares, and (ii) shall deliver copies of such consent in writing to any holders who did not execute
such consent; provided that any amendment of this Section 5.2 shall require unanimous agreement of the
Company and each of the Investors. Any wavier or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.

Section 5.3 Addresses for Notices.

All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party may designate by notice hereunder,
and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission,
(iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage
prepaid.

If to the Company:

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard

                                                          11
Suite 240
Foxborough, MA 02035
Tel: (508) 549-9981
Fax: (508) 549-9985

With copies to:

Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA 02109
Attn.: Michael A. Hickey
Tel: (617) 951-9157
Fax: (617) 261-3175

If to the Investors: to the addresses set forth on Exhibit A to this Agreement

All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i)
if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above,
(ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by
electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business
day following the day such mailing is made. Any party may change the address to which notices, requests,
consents and other communications hereunder are to be delivered by giving the other parties notice in the manner
set forth in this Section 5.3.

Section 5.4 Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the Company and the Investors and their
respective heirs, successors and assigns, except that the Company shall not have the right to delegate its
obligations hereunder or to assign its rights hereunder or any interest herein without the prior written consent of
the holders of at least two-thirds in interest of the Registrable Shares.

Section 5.5 Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or
agreements concerning the subject matter hereof.

Section 5.6 Severability.

The provisions of this Agreement, are severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of a provision contained in this Agreement, shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement, but instead this Agreement shall be
reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to
the maximum extent possible.

                                                          12
Section 5.7 Governing Law.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of
Delaware, and without giving effect to choice of laws provisions.

Section 5.8 Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

Section 5.9 Counterparts.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this Agreement by signing any such
counterpart.

Section 5.10 Expenses.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.

Section 5.11 Further Assurances.

From and after the date of this Agreement, upon the request of any Investor or the Company, the Company and
the Investor shall execute and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

Section 5.12 Agreement on File.

An original copy of this Agreement, duly executed by each of the parties hereto, shall be delivered to the
Secretary of the Company and maintained at the principal executive office of the Company and made available
for inspection by any person requesting it.

                                                         13
IN WITNESS WHEREOF, the parties have executed this Investors' Rights Agreement as of the date first
written above.

TRAFALGAR VENTURES INC.

By:_________________________________________ Name and Title:

OXFORD BIOSCIENCE PARTNERS IV, L.P.
By: OBP MANAGEMENT IV, L.P., its General Partner

By:_________________________________________ Name and Title:

mRNA FUND II, L.P.
By: OBP MANAGEMENT IV, L.P.

By:_________________________________________ Name and Title:

GDH PARTNERS, L.P.
By: GDH PARTNERS, LLC

By:_________________________________________ Name and Title:

THE GLOBAL LIFE SCIENCE VENTURES GMBH

                           acting in its capacity as general manager of
              THE GLOBAL LIFE SCIENCE VENTURES FONDS II GmbH & CO KG

By:_________________________________________ Name and Title:

GLOBAL LIFE SCIENCE VENTURES (GP) LIMITED

                         acting in its capacity as general manager of
         THE GLOBAL LIFE SCIENCE VENTURES FUND II LIMITED PARTNERSHIP

By:_________________________________________ Name and Title:

NEUROVENTURES FUND L.P.

By: NEUROVENTURES CAPITAL LLC

By:_________________________________________ Name and Title:

                                                   14
                                               EXHIBIT A

INVESTORS AND NOTICE ADDRESSES

                             OXFORD BIOSCIENCE PARTNERS IV, L.P.

c/o Oxford Bioscience Partners
222 Berkeley Street
Suite 1650
Boston, MA 02116
Attn: Mark P. Carthy, General Partner

                                           mRNA FUND II, L.P.

c/o Oxford Bioscience Partners
222 Berkeley Street
Suite 1650
Boston, MA 02116
Attn: Mark P. Carthy, General Partner

                                          GDH PARTNERS, L.P.
                                             233 Tower Road
                                            Lincoln, MA 01773

             THE GLOBAL LIFE SCIENCE VENTURES FONDS II GMBH & CO., KG

c/o The Global Life Science Ventures GmbH Von der Tann Str. 3
80539 Munich
Germany

         THE GLOBAL LIFE SCIENCE VENTURES FUND II LIMITED PARTNERSHIP

c/o Global Life Science Ventures (GP), Ltd. P.O. Box 431
13-15 Victoria Road
St. Peter Port
Guernsey, Channel Islands GY1 3ZD

                                        NEUROVENTURES FUND LP

c/o NeuroVentures Capital LLC
Zero Court Square
Charlottesville, VA 22902

                                                    15
EXHIBIT B

KEYPERSONS

Burke Barrett

John P. Donoghue, Ph.D.

Christopher J. Flaherty

Gerhard M. Friehs, M.D.

Nicholas G. Hatsopoulos, Ph.D.

Jon Joseph

Murthy Nandini

Mijail D. Serruya

Tim Surgenor

                                 16
                                                  EXHIBIT 10.14

                                            LOCK-UP AGREEMENT

August 26, 2004

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard
Suite 240
Foxborough, MA 02035

Re: PROPOSED MERGER OF CYBERKINETICS, INC. (THE "COMPANY")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company
("Common Stock") or securities convertible into, exchangeable, or exercisable for Common Stock. The
Company has entered into a Merger Agreement pursuant to which the undersigned would receive shares, or
securities exercisable or convertible into shares, of Trafalgar Ventures Inc., a Nevada company ("Trafalgar") (the
"Securities"), in exchange for Common Stock, or securities exercisable or convertible into Common Stock, of the
Company (the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned. The
undersigned acknowledges that the Company and other parties to the Merger are relying on the representations
and agreements of the undersigned contained in this letter in carrying out the Merger.

In consideration of the foregoing, the undersigned hereby agrees that following the Merger the undersigned will
not, without the prior written consent of Trafalgar (which consent may be withheld in its sole discretion), directly
or indirectly, sell, offer, contract, or grant any option to sell (including without limitation any short sale), pledge,
transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the
"Exchange Act") or otherwise dispose of (collectively, a "Disposition") any shares of Trafalgar common stock
currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act)
by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period
commencing on the date hereof and continuing through the earlier of (i) the close of trading on the second
anniversary of the date of the Merger, or (ii) the first day following the first anniversary of the Merger when, for a
period of 20 consecutive trading days, the average stock price for the shares of Trafalgar common stock is
greater than $8 per share and the average daily trading volume is over 50,000 shares (the "Lock-up Period").

The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of
shares of Trafalgar common stock during the Lock-up Period, even if such shares of Trafalgar common stock
would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any
right (including, without limitation, any put or call option) with respect to any shares of Trafalgar common stock or
with respect to any security (other than a broad-based market basket or index) that included, relates to, or
derives any significant part of its value from shares of Trafalgar common stock.

LOCK-UP LETTER
The undersigned also agrees and consents to the entry of stop transfer instructions with the Trafalgar's transfer
agent and registrar against the transfer of the shares of Trafalgar common stock or securities convertible into or
exchangeable or exercisable for shares of Trafalgar common stock held by the undersigned except in compliance
with the foregoing restrictions.

This Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs,
personal representatives, and assigns of the undersigned.

Nothing in this Lock-up Agreement shall constitute an obligation to purchase shares of Common Stock or any
other securities of the Company or of Trafalgar.


Printed Name of Holder

By:_______________________________
Signature


Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

LOCK-UP LETTER
                                                  EXHIBIT 10.15

                                  KEY-PERSON LOCK-UP AGREEMENT

August 26, 2004

Trafalgar Ventures Inc.
c/o Cyberkinetics, Inc.
100 Foxborough Boulevard
Suite 240
Foxborough, MA 02035

Re: PROPOSED MERGER OF CYBERKINETICS, INC. (THE "COMPANY")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company
("Common Stock") or securities convertible into, exchangeable, or exercisable for Common Stock. The
Company has entered into a Merger Agreement pursuant to which the undersigned would receive shares, or
securities exercisable or convertible into shares, of common stock of Trafalgar Ventures Inc., a Nevada company
("Trafalgar") (the "Securities"), in exchange for Common Stock, or securities exercisable or convertible into
Common Stock, of the Company (the "Merger"). The undersigned recognizes that the Merger will be of benefit
to the undersigned. The undersigned acknowledges that the Company and other parties to the Merger are relying
on the representations and agreements of the undersigned contained in this letter in carrying out the Merger.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior
written consent of Trafalgar (which consent may be withheld in its sole discretion), directly or indirectly, sell,
offer, contract, or grant any option to sell (including without limitation any short sale), pledge, transfer, establish
an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act") or
otherwise dispose of (collectively, a "Disposition") any shares of Trafalgar common stock currently or hereafter
owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or
publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date
hereof and continuing: (1) as to fifty percent (50%) of the shares of Trafalgar common stock held by the
undersigned, through the earlier of (i) the close of trading on the second anniversary of the date of the Merger, or
(ii) the first day following the first anniversary of the Merger when, for a period of 20 consecutive trading days,
the average stock price for Trafalgar's shares of common stock is greater than $8 per share and the average daily
trading volume is over 50,000 shares (the "First Release"); and (2) as to the remaining shares of Trafalgar
common stock held by the undersigned, until 180 days after the First Release (collectively, the "Lock-up
Period").

The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of
shares of Trafalgar common stock during the Lock-up Period, even if such shares of Trafalgar common stock
would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any
right (including, without limitation, any put or call option) with respect to any shares of Trafalgar common stock or
with respect to any security (other than a broad-based market basket or index) that included, relates to, or
derives any significant part of its value from shares of Trafalgar common stock.

KEY-PERSON LOCK-UP
The undersigned also agrees and consents to the entry of stop transfer instructions with the Trafalgar's transfer
agent and registrar against the transfer of the shares of Trafalgar common stock or securities convertible into or
exchangeable or exercisable for shares of Trafalgar common stock held by the undersigned except in compliance
with the foregoing restrictions.

This Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs,
personal representatives, and assigns of the undersigned.

Nothing in this Lock-up Agreement shall constitute an obligation to purchase shares of Common Stock or any
other securities of the Company or of Trafalgar.


Printed Name of Holder

By:_______________________________
Signature


Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

KEY-PERSON LOCK-UP
Exhibit 31.1

CERTIFICATION

I, Timothy R. Surgenor, President and Chief Executive Office, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                            Date: November 15, 2004

                                            /s/ Timothy R. Surgenor
                                            -------------------------
                                            Timothy R. Surgenor
Exhibit 31.2

CERTIFICATION

I, Kimi E. Iguchi, Vice President, Finance, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report.

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                          Date: November 15, 2004

                                          /s/ Kimi E. Iguchi
                                          -----------------------------
                                          Kimi E. Iguchi
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc. (the
"Company") for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Timothy R. Surgenor, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    /s/ Timothy R. Surgenor
                                    -----------------------------------
                                    Timothy R. Surgenor
                                    President and Chief Executive Officer
                                    November 15, 2004
Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Cyberkinetics Neurotechnology Systems, Inc. (the
"Company") for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Kimi E. Iguchi, Vice President, Finance of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                           /s/ Kimi E. Iguchi
                                           --------------------------
                                           Kimi E. Iguchi
                                           Vice President, Finance
                                           November 15, 2004