CONFIDENTIAL December , 2012 Mr. Boris Nikolic RE: Letter of Understanding Regarding New Investment Entity Dear Boris: This letter sets forth certain general understandings by and between you ("BN") and bgC3 LLC ("bgC3"). BN has previously entered into an Employment Agreement with bgC3, the terms of which are hereby ratified by BN. Except as may be explicitly set forth herein, this letter does not intend to alter the terms of that Employment Agreement, including without limitation the "at will" and "confidentiality" provisions of the Employment Agreement. Company Formation The parties anticipate that bgC3 or an affiliate of bgC3 will form a separate company (the "Company"), structured as a Washington limited liability company of perpetual duration and wholly owned or controlled by William H. Gates III (the "Owner"), the sole purpose of which will be to evaluate, make, and manage investments in third-party entities as deemed appropriate by Owner in his sole discretion. BN Activities BN will be responsible for the following: • Sourcing and presenting to the Company potential investment opportunities in bioscience and health-related industries, which may from time to time include investment opportunities in the technology sector (collectively, "Opportunities"), at a target rate of (but not limited to) three Opportunities per calendar year; • Ensuring that all Opportunities presented to the Company involve investments in bona fide third parties having no affiliation or conflict of interest with bgC3, the Owner, or any of their respective affiliates or existing investment relationships (including, without limitation, "BGI," the Bill and Melinda Gates Foundation, Cascade Investment, L.L.C., Intellectual Ventures LLC, Gates Ventures, LLC, and Microsoft Corporation); and • Conducting appropriate scientific and operational due diligence on all Opportunities. Activities of bgC3 bgC3 (or another appropriate affiliate of Owner) will be respon