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									                             START-UP COMPANY/CONSULTING QUESTIONNAIRE
                                  HOWARD HUGHES MEDICAL INSTITUTE

                  Your involvement with a start-up company often raises a number of issues that are more
pronounced than in your other relationships with established companies. The Howard Hughes Medical
Institute (the “Institute”) has developed the following questionnaire in order to obtain information on the
proposed kinds and levels of commitment that an Investigator expects to make to the new company.
Investigators who propose entering into a relationship—typically a consulting arrangement—with a start-
up company must complete and forward this questionnaire and copies of all related documents to the
Institute attorney for your site. Please review the Institute’s policies on consulting, including the policies
and guidelines relating to equity ownership, when considering a consulting arrangement and your
involvement in a start-up company. The policies are posted at

                  The Institute reviews proposed consulting and other arrangements related to start-up
companies solely to consider whether the arrangements conform to Institute policies. The Institute does
not consider these matters from your standpoint or act as your counsel. The Institute encourages
investigators to seek their own legal counsel to advise them of their rights and obligations in connection
with a proposed consulting arrangement or other relationship related to the start-up, including whether a
proposed arrangement may conflict with obligations under other consulting arrangements already in
existence. Investigators are also responsible for complying with any host institution policies or
procedures relating to consulting activities.

                  Your completed questionnaire and relevant documents relating to the start-up will be
reviewed by the Institute attorney who is responsible for your site and by the Institute’s Science
Department. They will then arrange a phone conference with you and the licensing officer at your host
institution, if appropriate. The phone conference will allow for discussion of any issues raised in the
questionnaire or in the documents you provide, and will provide all parties with an understanding of the
history of the start-up, the roles of various individuals, and expectations for the future.
                                              Start-Up/Consulting Questionnaire

                    (please fill out and return this form to the HHMI attorney responsible for your site)
1.   Your name:             __________________________________________

2.   Name of Start-Up Company (the “Company”):

3.   Company contact - Please indicate the name of a representative of the Company to whom questions
     relating to the proposed consulting arrangement may be directed and, if you have it, other contact
     information for that person.

           Name and address of Company contact:
           Telephone #:
           Facsimile #:
           E-mail address:
           Mailing address:
4.   Host Institution Contact - If the Company is licensing technology arising from your laboratory or
     another HHMI laboratory, and you know the person who is involved in the license at your host
     institution, please provide the contact information for that person.

           Name and address of Host Institution Lice nsing Person:
           Telephone #:
           Facsimile #:
           E-mail address:
           Mailing address:
5.   Inventions to be Licensed - If applicable, please identify the invention(s) you have made that are
     proposed to be or have been licensed to the Company.



6.   Company Status - Please describe the status of the Company (not yet formed, recently incorporated,
     seeking funding, financing commitments from venture capitalists, etc.)

7.   Nature of Investigator Relationship with Company.

         a. Please describe (attach additional sheets if necessary) your relationship with the Company.
            Include information on whether you will serve as a consultant, as a member of the Scientific
            Advisory Board, founder, etc. Please note that service as an officer or a member of the Board
            of Directors of the start-up is not permitted.

         b. Provide also a description of the field of interest in which you will be advising or consulting
            with the Company.

         c. Please attach all agreements or drafts the Company has furnished you so far to document your
            role or relationship with the Company (e.g., consulting agreement, founders or shareholders
            agreement, stock option agreement, etc.). The Institute attorney will usually need to review
            all agreements you are asked to sign relating to the Company.

8.   Nature of Company’s Relationship with HHMI Laboratory.

         a. Please describe the relationship between your current and planned Institute research and the
            scientific program of the Company. Please include specific information about the direction
            of your Institute research and any overlap with research that will be undertaken by the
            Company. Please attach additional pages, if necessary.
b. Please identify any other Institute investigators and current or former Institute employees
   who will be involved in the Company in any capacity. Will anyone from your laboratory
   leave to join the Company?

c. Is it anticipated that you will spend time in the Company’s laboratories, or that Company
   representatives will visit your Institute laboratory?

    _____ Yes       ______ No If so, please describe.

d. Because of the need to keep HHMI research separate from an investigator’s consulting
   activities, the Institute ordinarily does not permit research collaborations (which, depending
   on the circumstances, might include transfers of materials) between investigators and the
   companies for which they consult. The Institute must approve and review in advance any
   proposal to collaborate with the Company.

    It is anticipated that you will collaborate with the Company in any research endeavor,
    including by transferring materials to or receiving materials from the Company (excepting
    materials that will be transferred to the Company under an approved license agreement
    between the Company and your host institution)?

    _____ Yes       ______ No If so, please describe.

e. Has the Company indicated any interest in providing funds (by way of gift or otherwise) to
   your laboratory or any other HHMI laboratories?

    _____ Yes       ______ No If so, please describe.
9.   Investigator Compensation - Please provide your proposed compensation from the Company:

         a. Cash (please indicate whether the amount is a retainer or is per hour, per diem, etc.):

              Type:                    Amount:              Per (circle one):
              Retainer                                      Year Quarter        Month
              Other cash payments                           Year Quarter        Month     Day     Hour
              Please describe below any other information concerning your proposed cash compensation
              (e.g., scheduled annual increases to a retainer):

         b. Equity in the Company - If applicable, please complete the following concerning equity
            securities of the Company that you now own or will own. The Institute prohibits an
            investigator from holding directly or indirectly more than 5% of the equity securities issued
            by a company for which the investigator proposes to consult. For this purpose, equity
            securities include stock, stock options, rights or other equity or equity-based securities of the
            Company. Indirect holdings include (i) any equity securities issued or issuable by the
            Company to members of your immediate family and (ii) any equity securities issued or
            issuable by the Company to you, or allocated or allocable to you under your host institution’s
            inventorship policies, as royalties or other compensation under a license by the Company. In
            completing the table below, please include information on your direct and indirect holdings.
            If you are unable to provide the information requested below, please so indicate and a
            representative from the Office of the General Counsel will contact the Company directly.

             Please check here if you do not and will not own, directly or indirectly, any equity securities
             of the Company.

             If you will own equity securities, please complete the table below. If you own or will own
             stock options, fill in the spaces below with the number of shares of common stock that are or
             will be issuable upon exercise of the stock options. Please also provide a capitalization table
             for the company, plus the company’s certificate of incorporation and bylaws (or ask the
             company to provide them), showing the stock ownership of all parties with an interest in the
             Company. Names of other stockholders unrelated to you may be redacted if the Company

                                                     Number of:
                                                     Shares of                                Other equity
                                                     common stock        Stock options        securities
              Already owned
              As a Company founder
              As compensation for consulting
              As an inventor of licensed
               If you made an entry for “Other equity securities” in the table above, please describe the
               nature of such securities below (e.g., preferred stock):

                Describe other equity securities below:

          c. Other Property or Gifts - Please list below any property, other than cash or Company
             securities to be received under your consulting agreement, you have received or will receive
             in connection with your consulting relationship with the Company. Other property includes
             gifts as well as any other property of current or potential monetary value, including shares of
             stock in companies affiliated with the Company (e.g., the Company’s parent, subsidiaries, or

      If none, please check in the box below. Otherwise, please complete the table that follows:

                Describe other property below:

10.   Time Commitment. Please indicate the maximum amount of time in days per week, month, quarter,
      or year the Company expects you to spend consulting or in any other contemplated role:

                Number of days:            Per (circle one):
                                           Week         Month           Quarter          Year

11.   Company Information.

          a. Does the Company have a business plan?

               _____ Yes       ______ No If so, please attach a copy. If not, please send to HHMI attorney
               as soon as a draft is available.

               If the Company does not yet have a business plan, please describe the Company’s plans for
               hiring scientific and other personnel, obtaining laboratory space, commencing research, etc.
               Please attach additional pages, if necessary.
           b. Who are the Company’s officers and directors? And if you know, briefly describe their
              qualifications and experience (unless it is described in the business plan).

12.   Other consulting - Please list in the table below all other current and pending consulting relationships
      between you and any other company and the amount of time you spend or propose to spend consulting
      for each. Please note that the Institute considers consulting activity to include nearly all service on
      behalf of a company, and the Institute must approve all consulting activity in advance. If you have not
      previously provided the Office of the General Counsel of the Institute with a copy of your consulting
      agreement with any of the companies listed below, please forward a copy of the agreement to the
      HHMI attorney responsible for your site.

                                                           of Days:
                Name of company:                                        Per (circle one):
                                                                          Week     Month     Quarter    Year
                                                                          Week     Month     Quarter    Year
                                                                          Week     Month     Quarter    Year
                                                                          Week     Month     Quarter    Year
                                                                          Week     Month     Quarter    Year
      Many companies seek to obligate consultants under non-compete or exclusivity clauses designed to
      preclude you from consulting for other companies in the same field of research. You may wish to
      retain your own attorney to advise you concerning whether you would be subject to any such
      obligations and, if so, any limitations on your ability to consult for more than one company.

                   Signature of investigator
                   Printed name of investigator
                  Summary of Documents Requested in this Questionnaire
1.   Business Plan

2.   Capitalization Table

3.   Agreements you are being asked to sign, if available


             SAB or Consulting Agreement

             Founders Agreement

             Shareholders Agreement

             Stock Option Agreement

4.   Company’s Certificate of Incorporation

5.   Company’s By-laws


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