LICENSE AGREEMENT

Exhibit 10.8

LICENSE AGREEMENT

between

ROCHE DIAGNOSTICS GMBH, Sandhoferstr. 116, D-68305 Mannheim Germany

and ROCHE DIAGNOSTICS CORPORATION, 9115 Hague Road,
Indianapolis, IN 46250-0547, USA

(hereinafter collectively referred to as "ROCHE")

on the one hand

and

HELICOS BIOSCIENCES CORPORATION, One Kendall Square, Building 200, Cambridge, MA 02139, USA

(hereinafter referred to as "HELICOS")

on the other hand

PREAMBLE

        ROCHE is the owner of [***] and any foreign applications or patents claiming priority thereto, including but not limited to U.S. Patent [***] and any continuation, continuation-in-part, divisional, and foreign patent applications (and corresponding issued patents) relating to a method for sequencing DNA. HELICOS is interested in obtaining access to this technology and ROCHE is willing to grant to HELICOS a semi-exclusive deblocking license, subject only to the Existing License, under its aforementioned patent rights in order to allow HELICOS to market products for analyzing a target polynucleotide sequence on a support.

1.     Definitions

In this Agreement, unless the context otherwise requires:

1.1

"Field" shall mean the analysis of a target polynucleotide sequence on a support;

1.2

"Existing License" shall mean the license granted to Existing Licensee in July 2002;

1.3

"Existing Licensee" shall mean [***];

1.4

"HELICOS Affiliate" shall mean any corporation, partnership or other business organization that HELICOS directly or indirectly controls. For the purpose of this Agreement "control" shall mean the holding of fifty percent (50%) or more of the voting stock or other ownership interest of the corporation or business entity involved;

1.5

"Licensed Patents" shall mean the patent applications and patents listed in Appendix A as well as any addition, continuation, continuation-in-part, division, extension, reissue, re-examination, application or substitution with respect thereto;

1.6

"Licensed Products" shall mean an instrument, associated consumables and/or kit/s exclusively designed for analyzing a target polynucleotide sequence on a support, that would, in the absence of this deblocking License, infringe Licensed Patents;

1.7

"Net Sales" shall mean the gross invoice price for sales of Licensed Products less deductions for returns (including withdrawals and recalls), sales rebates (price reductions), volume (quantity) discounts, sales taxes and other taxes directly linked to the sales and an additional lump deduction of eight percent (8%) of the gross invoice price to account for all other expenses such as custom duties, transportation costs and other direct expenses;

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

1.8

"Territory" shall mean the whole world.

1.9

"Economic Sublicense" shall mean a sublicense of a Licensed Patent in exchange for revenue (e.g., upfront-fees, royalty payments, milestone or minimum payments).

1.10

"Non-Economic Sublicense" shall mean a sublicense of a Licensed Patent in contemplation of the settlement of litigation or threatened litigation in which rights under this Agreement are exchanged for rights to third party intellectual property.

2.     Grant

2.1

ROCHE hereby grants and HELICOS hereby accepts a semi-exclusive license, subject only to the Existing License, under Licensed Patents to manufacture, have manufactured, market, use, import, and sell Licensed Products in the Territory. HELICOS shall have a right to sublicense under the terms set forth in Art. 3.1 d) and 3.1 e) and as long as HELICOS fulfils the conditions for a semi-exclusive license.

2.2

Notwithstanding Art. 2.1 above, HELICOS shall have the right to grant sublicenses to any HELICOS Affiliate without notice to ROCHE. However, HELICOS will retain primary responsibility to ROCHE for all obligations imposed upon it under this Agreement.

2.3

Except for the Existing License ROCHE will not grant any additional license in the Field for at least 3 years from the effective date. Beginning on the fourth anniversary of the effective date of this Agreement, ROCHE will not grant any additional license in the Field as long as HELICOS pays the semi-exclusive minimal license fee set forth in Article 3.1 (b) below.

2.4

ROCHE agrees that during the time HELICOS is semi-exclusively licensed hereunder, ROCHE will cause the Existing Licensee to agree to accept a non-exclusive license excluding the Field should the Existing Licensee be acquired by another party or should the Existing Licensee sell the technology for which it requires a license under the Licensed Patents

3.     Payment

3.1

In consideration of the license granted as per Art. 2 above, HELICOS undertakes to pay to ROCHE:

a)

a license issuance fee of Euro one-hundred and seventy-five thousand (€175,000) due within thirty (30) days of the effective date of this Agreement;

b)

an annual minimal license fee of Euro ten thousand (€10,000) within sixty (60) days of the first anniversary of the effective date of this Agreement, Euro fifteen thousand (€15,000) within sixty (60) days of the second anniversary of the effective date of this Agreement, Euro twenty thousand (€20,000) within sixty (60) days of the third anniversary of the effective date of this Agreement, an annual minimal license fee of Euro forty thousand (€40,000) within sixty (60) days after four years of the effective date of this Agreement and any anniversary thereof (semi-exclusive minimal license fee). Such minimal royalties are creditable against royalty otherwise due in the same year. Should HELICOS elect to change to a non-exclusive license, then the minimal annual license fees payable within sixty (60) days of the fourth anniversary of the effective date of this Agreement shall be Euro ten thousand (€10,000). Such minimal annual license fee is payable during the term of this Agreement.

c)

a running royalty of [***] on its Net Sales of Licensed Products if sold and/or manufactured in any country of the Territory where Licensed Patents exist.

d)

HELICOS may grant Economic Sublicense under this Agreement at HELICOS' discretion; provided that HELICOS shall pay ROCHE [***] in consideration of such Economic Sublicense.

e)

HELICOS may grant a Non-Economic Sublicense under this Agreement at HELICOS' discretion.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

2

3.2

Sales between HELICOS and HELICOS Affiliates shall not be subject to any royalty obligation, but in such cases, the royalty shall be calculated upon HELICOS's or HELICOS Affiliates' Net Sales to an independent third party.

3.3

HELICOS's obligations to make royalty payments to ROCHE with respect to a country of the Territory shall exist as long as either the manufacture