10-K/A

AMENDMENT NO. 2 TO

FORM 10-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:  July 31, 2010

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _______________ to ________________

Commission file number 0-11485

ACCELR8 TECHNOLOGY CORPORATION

(Name of Registrant as Specified in its Charter)

Colorado	84-1072256
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

7000 North Broadway, Building 3-307, Denver, CO 80221

(Address of principal executive offices)

Registrant's telephone number:  (303) 863-8088

Securities registered pursuant to Section 12(b) of the Act:

(Title of class)	Name of Exchange on which registered
Common Stock, no par value	NYSE Amex Equities

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act   [    ]  Yes   [X]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.   [X]  Yes   [   ]  No

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]

Accelerated filer                  [   ]

Non-accelerated filer     [   ]  (Do not check if a small reporting company)

Small reporting company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]

The Registrant's revenues for the fiscal year ended July 31, 2010 were $2,245,628.

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of January 30, 2010 was approximately $7,149,365 based upon the last reported sale on that date (including the shares of Common Stock held in the Rabbi Trust (as defined below)). For purposes of this disclosure, Common Stock held by persons who hold more than 5% of the outstanding voting shares and Common Stock held by officers and directors of the Registrant have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the rules and regulations promulgated under the Securities Act of 1933, as amended.  This determination is not necessarily conclusive.

The number of shares of the Registrant's Common Stock outstanding as of September 15, 2010 was 10,757,317.

Documents incorporated by reference: None

TABLE OF CONTENTS

Item 15.       Exhibits, Financial Statement Schedules 1

EXPLANATORY NOTE

Accelr8 Technology Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended July 31, 2010 (the “Original Filing” or “Form 10-K”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2010 solely to include two amended and restated material contracts (the “Material Contracts”) that were filed as exhibits to the Form 10-K that had been redacted and were subject to a confidential treatment request.  Each of the Material Contracts has been amended and restated only to include the name of the other party to the agreements, Novartis Vaccines and Diagnostics, Inc., which had been redacted in the Original Filing.  Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosures contained therein in any way. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. This Amendment consists solely of the preceding cover page, this explanatory note, each of the amended and restated Material Contracts, the signature page and the certifications required to be filed as exhibits to this Amendment.

Item 15.  Exhibits, Financial Statement Schedules

(a) Exhibits

10.1*	Evaluation Agreement dated June 14, 2010 between Accelr8 Technology Corporation and Novartis Vaccines and Diagnostics, Inc. (1)
10.2*	Letter of Intent dated June 14, 2010 between Accelr8 Technology Corporation and Novartis Vaccines and Diagnostics, Inc. (1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1	Certification of Principal Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company’s Form 10-K for the fiscal year ended July 31, 2010).

* Portions of these exhibits have been omitted and filed separately with the Office of the Secretary of the Securities and Exchange Commission pursuant to a confidential treatment request.

(1)Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

ACCELR8 TECHNOLOGY CORPORATION

Date:  April 15, 2011	By: /s/  David C. Howson
	David C. Howson, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Date: April 15, 2011	By:  /s/  Thomas V. Geimer
	Thomas V. Geimer, Chairman,
	Secretary, Chief Executive Officer,
	and Chief Financial Officer
Date: April 15, 2011	By:  /s/  Bruce McDonald
	Bruce McDonald, Principal
	Accounting Officer
Date: April 15, 2011	By:
	John D. Kucera, Director
Date: April 15, 2011	By:  /s/  Charles E. Gerretson
	Charles E. Gerretson, Director

EX-10.1

Exhibit 10.1

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO RULE 24B-2 AND ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST.  COPIES OF THIS EXHIBIT CONTAINING THE OMITTED INFORMATION HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED PORTIONS OF THIS DOCUMENT ARE MARKED WITH A [***].

Exhibit A

EVALUATION AGREEMENT

This Evaluation Agreement (the “Agreement”) is made by and between Novartis Vaccines and Diagnostics, Inc., 4560 Horton Street, Emeryville, California 94608 (“Novartis Diagnostics”), and Accelr8 Technology Corporation, a corporation having its address at 7000 North Broadway, Building 3-307, Denver, Colorado 80221 (“Accelr8”), effective as of 14 June, 2010 (“Effective Date”), as follows:

WHEREAS:

A. Novartis Diagnostics is engaged in the business of discovering, developing, manufacturing, marketing and selling diagnostic products;

B. Accelr8 is engaged in the business of discovering, validating and developing quantitative bacterial diagnostics systems that can be used directly by healthcare professionals;

C. In reliance upon that skill, knowledge and experience, the parties wish to perform an Evaluation of how reproducibly Accelr8’s materials and technology can determine the identification, quantitation, and antibiotic resistance testing of bacterial pathogens for the purpose of evaluating the potential of a future business collaboration between the parties using Accelr8’s clinical assay technology;

D. Both parties also wish to ensure, and each party agrees, that any confidential information disclosed by one to the other, now or in the future, should be subject to the restrictions on disclosure and use contained in this Agreement.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this Evaluation Agreement, the parties agree as follows:

1.           Definitions.

“Data” means the results of the Evaluation, including but not limited to interim and final written Evaluation reports.

“Evaluation” means the evaluation more fully described in the Evaluation Plan.

“Evaluation Plan” means the written description of the Evaluation attached hereto as Exhibit A and incorporated herein.

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“Company Materials” means the materials and sequences thereof (either in numerical or alpha arrangement or a combination thereof) or technology specifically described in Exhibit B, together with (i) any part, progeny, mutant or hybrid thereof, (ii) any nucleic acid or other genetic material derived therefrom, (iii) any vector particles derived therefrom, and any progeny, derivatives or modifications of any such vector particles, (iv) any copy, complement or transcription or expression product thereof, (v) any combination of any of the foregoing with other substances (other than Novartis Diagnostics Materials), (vi) any related biological material and associated know-how and data that Accelr8 provides to Novartis Diagnostics.

“Principal Investigator” means Jody Witt for Novartis Diagnostics.

“Publication” means any public presentation or publication regarding the Evaluation or the Data.

2.           Evaluation.  Novartis Diagnostics wishes to perform the Evaluation as more fully described in the Evaluation Plan.  In conducting the Evaluation, the parties will take the following actions:

(a)           Principal Investigators.  The Evaluation shall be performed under the direction of the Principal Investigator.
 

(b)           Company Materials. Accler8 shall provide sufficient quantities of Company Materials to Novartis Diagnostics to enable performance of the Evaluation solely for Novartis Diagnostics’ use in the Evaluation and not for any other purpose, nor may Novartis Diagnostics take, send or allow Company Materials received to be provided to any third party, without obtaining Accler8’s prior written approval.  Upon termination or expiration of this Agreement, or upon written request, Novartis Diagnostics shall destroy any unconsumed Company Materials and any progeny, portions or derivatives thereof remaining in its possession.

(c)           Data.  The parties shall freely share with each other all Data generated in the course of the Evaluation.  In addition, each party shall, upon reasonable request of the other party from time to time during the course of the Evaluation, provide the requesting party a written summary of the results of the providing party’s Evaluation activities to date.  In addition, if mutually agreed upon, each party shall provide the other with a final written report of the results of its performance of the Evaluation within ten (10) business days after the conclusion or termination of the Evaluation.

(e)           Expenses.  Novartis Diagnostics agrees to pay Accler8 a total of one hundred fifty thousand dollars (USD $150,000) for Accelr8’s commitment to costs and expenses associated with the performance of its obligations hereunder payable within fifteen (15) business days of the Effective Date.

3.           Ownership and Use of Materials and Data.

(a)           Company Materials.  Accler8 shall solely own all right, title and interest in and to the Company Materials.  Novartis Diagnostics shall use the Company Materials solely for purposes of carrying out the Evaluation, and shall not take, send or otherwise provide the Company Materials to any third party without Accelr8’s prior written approval.

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(c)           Data.  Neither party may disclose the Data to any third party without the other party’s prior written approval.

4.           Confidentiality, Non-Use Obligations and Data Privacy.

(a)           Confidential Information.  During the course of the Evaluation, Novartis Diagnostics and Accler8 may each disclose confidential and/or proprietary information, including but not limited to each party’s proprietary materials and technologies, economic information, business or research strategies, trade secrets and material embodiments thereof (each party’s “Confidential Information”), to the other solely for the purpose of carrying out the Evaluation.

(b)           Confidentiality and Non-Use.  For a period of seven (7) years following either the expiration or termination of this Agreement, the recipient shall maintain the disclosing party’s Confidential Information in confidence.  The recipient shall use the disclosing party’s Confidential Information solely for its performance of the Evaluation, unless otherwise mutually agreed in writing.

(c)           Exclusions.  The recipient’s obligations of confidentiality and non-use shall not apply to any information that:  (i) is shown by contemporaneous documentation of the recipient to have been in its rightful possession prior to receipt from the disclosing party; (ii) is or becomes, through no fault of the recipient, publicly known; (iii) is furnished to the recipient by a third party without breach of a duty to the disclosing party; (iv) is independently developed by the recipient without access to the disclosing party’s Confidential Information; or (v) such disclosure is required by applicable law, provided that the disclosing party has received advance notice of the proposed disclosure by the recipient.

(d)           No Receipt of Third Party Confidential Information.  Neither party shall disclose to the other party any confidential information obtained from a third party on a confidential basis unless the disclosing party has obtained written permission from such third party to do so, or the information is in the public domain.

(e)           Data Protection (Privacy).  Personal information including Accelr8 employee names, addresses, qualifications, relevant experience (clinical trial or otherwise), financial information relating to, among other matters, compensation and reimbursement payments, and other personal data may be collected and processed for administrative purposes in connection with the Evaluation.  The information is being collected to conduct the Evaluation and will also be used for administrative purposes such as to process communications or payments if any.  The information will not be publicly published, publicly attributed to Accelr8’s employees, or shared with or disclosed to any other party except those directly involved with the Novartis Diagnostics operations, or to such parties involved in the technical administration and maintenance of any database which will house the information.

Consent is sought to gather this personal information which will be processed in the United States and other European Union (EU) and European Economic Area (EEA) countries by Novartis Diagnostics.  It will be stored in either an automated or manual database.  The United States, like some other non-European Union locations, provides a level of privacy protection that is not as stringent as that in the European Union.  Privacy and data protection laws and regulations vary from country to country.

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Novartis Diagnostics will provide sufficient technical security and organizational measures to protect the information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.

In order to review the data, to amend or correct it, to request to have the information cleared from the database, or to have questions answered relating to the information or to a database, you may contact Novartis Diagnostics at NVD.IntegrityCompliance@Novartis.com or at the following Novartis Diagnostics address:

Integrity & Compliance

Novartis Vaccines and Diagnostics, Inc.

350 Massachusetts Avenue

Cambridge, MA  02139

Fax:  (510) 597-5881

The information will be kept in accordance with the Novartis Records and Retention Policy for the requisite length of time and method of destruction.

By signing this agreement Accelr8 agrees that the information provided above will be collected and processed.  Accler8’s employees have the right, upon reasonable notice; to obtain a complete extract of the information stored which pertains to such Accelr8 employee and/or to request the correction and/or the deletion of any such stored information without providing any reasons.

5.           Intellectual Property.

(a)           Internal Use License.  Subject to each party’s obligations, during the term of the Evaluation each party shall have a co-exclusive, royalty-free license, without the right to sublicense, to use the Data solely for the purpose of negotiating a potential strategic or collaborative agreement between Accler8 and Novartis Diagnostics.  Nothing contained within this Agreement shall impose an obligation to negotiate or enter into any future agreement.

(b)           No Implied Rights in Intellectual Property.  Except as expressly set forth in Article 5(a) hereof, nothing herein shall be deemed to grant to either Novartis Diagnostics or Accler8 any rights under the other party’s patents, patent applications, know-how (whether patentable or unpatentable) or other intellectual property rights of the other party.  Accler8 may not use the Data, or any information derived therefrom for any products or processes or for profit-making or commercial purposes, including the filing of patent applications relating to the Data, or their use, without Novartis Diagnostics’ prior written permission.

6.           Publications.  Neither Novartis Diagnostics nor Company shall make any Publication without providing the text of the proposed Publication to the other party at least sixty (60) days prior to submission thereof to a publisher or any third party and obtaining the written consent of the other to such Publication in the form provided to it.  In the case of an oral presentation, the term “text” will refer to an abstract setting forth all material information to be covered by the oral presentation.  Within this period, at Novartis Diagnostics’ request, the Publication shall be delayed for a maximum of ninety (90) days from initial disclosure in order to protect the potential patentability of any Invention described therein.  In no event shall either party disclose any Confidential Information of the other party in any Publication.  The parties shall, in any Publication, consider joint authorship and acknowledge the contributions and publications of the other as scientifically appropriate.

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7.           Representations and Warranties.  Each party represents and warrants to the other party as follows:

(a)           Such party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution, delivery and performance by such party of this Agreement has been duly and validly authorized, and no additional authorization or consent is required in connection with the execution, delivery and performance by such party of this Agreement.

(b)           This Agreement has been duly executed and delivered by such party and constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms.

(c)           Such party shall use all Company Materials received from the other party in compliance with all applicable laws and regulations, including, where applicable, those relating to the treatment of laboratory animals and NIH guidelines pertaining to biological materials, and shall not use any such Company Materials in humans. Such party represents and warrants that it shall perform the Evaluation with reasonable due care and in conformity with current generally accepted standards and procedures, and that it is the responsibility of its management to establish appropriate quality assurance, quality controls and review procedures.  Such party also represents and warrants that it complies with, and, in performing its duties under this Agreement it shall comply in all material respects with Good Laboratory Practices (GLPs), and all other applicable laws, codes, regulations, rules, decrees, orders and the like of any applicable governmental authority.

8.           Limited Warranty. Acceler8 warrants and represents that (i) it owns and/or has the right to transfer to Novartis Diagnostics, Company Materials and perform as provided under this Agreement, and (ii) as of the Effective Date the Company Materials are not, to the best of its knowledge, the subject of any pending, imminent, or threatened litigation or dispute. Unless otherwise set forth in this Agreement, COMPANY MATERIALS ARE PROVIDED WITHOUT WARRANTY OF ANY SORT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

9.           Notices. Routine notices of conditions or situations affecting the Evaluation will be given in writing between the Principal Investigators of each party.  All other notices will be given in writing and delivered by mail or facsimile to the parties as follows:

To Novartis Vaccines and Diagnostics, Inc.:	To Company:
Novartis Vaccines and Diagnostics, Inc.	Accelr8 Technology Corporation
4560 Horton Street	7000 North Broadway, Building 3-307
Emeryville, California  94608	Denver, Colorado 80221
Attention:	Attention: David Howson

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10.           Indemnification.  To the fullest extent permitted by applicable law, each party shall indemnify the other party and such other party’s directors, officers, employees, agents and representatives from and against any and all demands, claims, losses, liabilities, damages, costs, and expenses whatsoever (including, without limitation, reasonable fees and disbursements of counsel), sustained or incurred under this Agreement by an indemnified party if and to the extent resulting from any action or omission of the indemnifying party or any of its officers, employees, agents or representatives.

(a)           Procedure.  The indemnified party shall promptly notify the indemnifying party of any claim or suit giving rise to its obligations hereunder and permit the indemnifying party to assume sole direction and control of the defense of the claim (including the reasonable selection of counsel) with the right to reasonably settle such action in its sole discretion, provided that such settlement does not impose any material obligation on the indemnified party (including compromising its intellectual property rights) or any admission of fault of the indemnified party.  The indemnified party will reasonably cooperate as requested, at the expense of the indemnifying party, in the defense of the action.

11.           Term; Termination.  The term of this Agreement (the “Term”) shall begin on the Effective Date and end on October 30, 2010 unless extended by mutual written consent.  Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party.  Upon termination or expiration of this Agreement, unless otherwise mutually agreed, both parties shall destroy all Data, except that each party may retain one (1) copy of the Data in its legal archives for the sole purpose of monitoring its obligations hereunder.  Each recipient shall, at the providing/disclosing party’s option, either return or destroy any of the other party’s Confidential Information remaining in its possession.

12.           Survival.  The provisions of Articles 3, 4, 5, 6, 8 and 10 shall survive termination or expiration of this Agreement.

13.           Independent Contractors; Use of Names.  The parties shall perform this Agreement in the capacity of independent contractors.  Neither party, nor their respective employees, consultants or representatives, shall be considered employees, partners, or agents of the other party.  Neither party may make any representations or commitments on the other party’s behalf, nor use the other party’s name or trademarks in any public disclosure, without the named party’s prior written consent.  Accler8 shall comply with all instructions given by Novartis Diagnostics employees while on Novartis Diagnostics’ premises, shall wear a Novartis Diagnostics visitor’s badge above the waist and in plain sight at all times while working within the limits of Novartis Diagnostics facilities, and shall promptly report any missing badges to Novartis Diagnostics.

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14.           Corporate Citizenship.  Novartis Diagnostics gives preference to third parties who share its societal and environmental values, as set forth in the Novartis Vaccines and Diagnostics, Inc.’s Corporate Citizenship Third Party Code (http://www.corporatecitizenship.novartis.com/downloads/business-conduct/Novartis_TP_Code.pdf) and incorporated by reference.  Accordingly, Accler8 represents and warrants that this Agreement will be performed in material compliance with all applicable laws and regulations, including without limitation, laws and regulation relating to health, safety and the environment, fair labor practices and unlawful discrimination.

15.           Assignment.  This Agreement may not be assigned or transferred without the prior written consent of both parties, which consent shall not be unreasonably withheld; provided, however, Novartis Diagnostics may freely assign this Agreement to any person or entity who acquires all or substantially all of its business or assets (or of the business division or product line of such party to which the Evaluation primarily relates).

16.           Waiver and Severability.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.  This Agreement shall be interpreted as a whole and neither for or against either party, in accordance with their common meaning, but taking into account the nature of the project to be rendered and the standards and responsibilities of the parties as professionals rendering those project activities as herein specified.  In the event of a conflict between the provisions in the body of this Agreement and any Exhibits, the terms in the body of this Agreement shall control.  The terms of this Agreement are severable, and if any term of this Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the remaining terms or the validity or enforceability of those terms in any jurisdiction where they are valid and enforceable.  The parties desire the terms herein to be valid and enforced to the maximum extent not prohibited by law, regulation or court order in a given jurisdiction and as such, any invalid or unenforceable terms will be reformed by the parties to effectuate the intent of the parties as evidenced on the Effective Date.

17.           Smoke Free Policy.  Novartis Diagnostics has adopted a smoke-free policy to provide a healthier environment for employees and visitors.  The policy provides that smoking is not permitted at any time on or at any Novartis Diagnostics U.S. site and applies to all companies, subcontractors and agents visiting or providing services on or at Novartis Diagnostics U.S. premises (“Smoke Free Policy”).  Each party shall ensure that its employees, subcontractors, agents and representatives observe the Smoke Free Policy at all times while on or at Novartis Diagnostics’ U.S. premises.  Failure to comply with the Smoke Free Policy may result in the offending individual(s) being directed to leave the premises.

16.           Entire Agreement; Amendment.  This Agreement is the entire agreement of the parties relating to the subject matter hereof.  It may not be amended or modified except in a writing signed by both Novartis Diagnostics and Company.

17.           Governing Law.  This Agreement shall be governed by, and construed in accordance with the laws of the State of California without regard to its choice of law principles.

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[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in multiple counterparts bytheir dulyauthorized representatives.

NOVARTIS VACCINES AND DIAGNOSTICS, INC.   By:  _________________________________ Authorized Representative Name: ________________________________   Title:   ________________________________   Date: ________________________________   ACCELR8 TECHNOLOGY CORPORATION     By:     ________________________________            Authorized Representative Name: ________________________________   Title:   ________________________________   Date:   ________________________________

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EXHIBIT A

Evaluation Plan

Quantitative bacterial detection

Novartis Diagnostics is interested in the performance and accuracy of bacterial and fungal detection from clinical specimens against microbiological culture methods.

Based on ongoing clinical research studies that Accelr8 has initiated, Novartis will evaluate the results of the BACcel system in identifying the type and quantity of bacterial pathogens in these specimens.

Evaluate the range of specimens the BACcel system can utilize including, but not limited to, [***].

Antibiotic ResistanceResistance Phenotype Testing

The BACcel system has the capability to evaluate a range of antibiotic compound to determine pathogen resistance (or susceptibility).  Based on ongoing clinical research studies that Accelr8 has initiated, Novartis will evaluate the results of the BACcel system in determining resistance phenotypes.

Platform (Hardware/Software/Disposable) Investigation

Accelr8 has developed prototype instrumentation, disposables and software to enable the analysis, identification and preparation of clinical specimens towards determining bacterial content and resistance phenotypes.  Novartis will evaluate the system components towards establishing a target product profile and development plan for a diagnostic system.

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EXHIBIT B

Company Materials

· Genomic DNA or lysed pathogens from a range of organisms covering [***].

· Proprietary technology for the BACcel platform.

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EX-10.2

Exhibit 10.2

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO RULE 24B-2 AND ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST.  COPIES OF THIS EXHIBIT CONTAINING THE OMITTED INFORMATION HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  THE OMITTED PORTIONS OF THIS DOCUMENT ARE MARKED WITH A [***].

Exhibit C

LETTER OF INTENT

This Letter of Intent (“LOI”) is made and entered into as of 14 June 2010 (the “Effective Date”) by and between Novartis Vaccines and Diagnostics, Inc., a Delaware corporation, with offices at 4560 Horton Street, Emeryville, CA 94608, together with its affiliates (“Novartis Diagnostics”), and Accelr8 Technology Corporation, a company incorporated in Colorado, with offices located at 7000 North Broadway, Building 3-307, Denver, Colorado 80221 (“Accelr8”); jointly as the “Parties” and individually as a “Party.”

WHEREAS Novartis Diagnostics is engaged in the business of developing, manufacturing, and commercializing diagnostic products;

WHEREAS Accelr8 is engaged in the business of discovering, validating and developing quantitative bacterial diagnostics systems that can be used directly by healthcare professionals;

WHEREAS the Parties seek to enter into a potential business collaboration between the Parties using Novartis Diagnostics’ development and commercialization resources and Accelr8’s BACcel™ technology;

WHEREAS it is the desire of the Parties to identify ways to significantly accelerate the evaluation, development, and feasibility testing of Accelr8’s BACcel™ technology with the goal of having the first human diagnostic product ready for commercialization no later than 2012;

NOW THEREFORE, Novartis Diagnostics and Accelr8 agree as follows:

CLAUSE 1 – NEGOTIATION OF BUSINESS AGREEMENT

The Parties have or will shortly conduct a research evaluation under an Evaluation Agreement currently under negotiation.  The Parties also commenced initial discussions regarding further research and joint business structures.  The Parties now wish to establish the scope, intent and potential to formalize a business relationship.

Pursuant to the terms of this LOI, the Parties will continue good faith negotiations with the intent to agree on business terms for a formal business relationship and definitive agreement within one hundred and sixty (160) days from the Effective Date set forth above.

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The intent of the Parties is to structure a business relationship that will use the respective design, development, commercialization and support strengths of each of the Parties.

This LOI is an expression of interest of the Parties.  No portion of this LOI shall be construed as a commitment or binding obligation of either of the Parties to enter into a further agreement of any kind.

This LOI is not intended to grant, and shall not grant, either Party a license in or to any intellectual property of the other Party.

CLAUSE 2 – FIELD/INITIAL AREAS OF INTEREST

The term “Field”, as used in this LOI, is defined as the use of bacterial and fungal pathogens from a range of organisms covering human infectious diseases, the Accelr8 BACcel™ platform system and directly related technologies (antibiotic resistance testing) owned or controlled by Accelr8 for screening and detection of disease in humans for the purposes of diagnosis, prediction, monitoring, and treatment selection.

The “Initial Areas of Interest” is defined as methods for the detection, identification, classification and quantification in humans of infectious disease states (including without limitation assays and instrument systems to detect, identify and quantify certain bacterial and or fungal infections in sputum or other human specimens).

Initial Areas of Interest specifically includes infectious diseases, typically represented by hospital acquired infections.

CLAUSE 3 – EXCLUSIVITY AND REMUNERATION

Accelr8 grants to Novartis Diagnostics the exclusive right to evaluate and negotiate a license to Accelr8 Intellectual Property (defined below) and/or other strategic agreement with Accelr8 for commercializing Accelr8 Intellectual Property, beginning on the Effective Date of this Agreement and continuing for a period of three (3) consecutive calendar months after the submission of the Research Results in the final research report (the “Exclusive License Period”).  This exclusivity obligation shall extend to any rights in the Field held by Accelr8 in or to intellectual property arising out of work performed by Accerl8 or sponsored by Accelr8 but performed by third parties, including without limitation, work performed at Washington University in St. Louis (“WUSTL”) School of Medicine and/or with the Denver Health and Hospital Authority (“DHHA”) as that work is directly related to the Field (collectively, “Accelr8 Intellectual Property”).  At any time during the Exclusive License Period, the Parties may, by amendment to this LOI, include or exclude any area of interest from the Field.  The Parties agree to meet, or discuss, on a monthly basis, possible areas of interest for inclusion or exclusion from the Field.

During the Exclusive License Period Accelr8 shall negotiate with Novartis V&D in good faith regarding a definitive agreement with respect to such Accelr8 Intellectual Property.  Accelr8 guarantees the right of Novartis V&D during the term of this LOI to offer a strategic relationship for Accelr8 Intellectual Property, regardless of any offers made to Accelr8 by any third party.

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Except to the extent necessary to conduct day-to-day business and product development during the Exclusive License Period, Accelr8 will not, directly or indirectly, and will cause its affiliates and its and their respective directors, officers, employees, members, managers, agents, advisors and representatives not to provide to third parties non-public information relating to or in connection with the Field. Such day-to-day business and product development activities will not encumber the property rights owned or controlled by Accelr8 primarily used in the Field.

In consideration of Accelr8’s grant to Novartis Diagnostics of the exclusive rights described above, Novartis Diagnostics shall compensate Accelr8 in an amount not to exceed three hundred fifty thousand dollars ($350,000] payable on a monthly basis at seventy thousand dollars (USD $70,000) per month for a maximum duration of five months.  Novartis Diagnostics shall make its first monthly payment of [***] within fifteen (15) days from the Effective Date (the “Initial Payment”).  Upon written mutual agreement of the Parties, Novartis Diagnostics shall have the right to extend the Exclusive License Period by up to three additional thirty (30) day periods upon notice and payment to Accelr8 of seventy thousand dollars (USD $70,000) for each such period (collectively, the “Additional Payments” and together with the Initial Payment and monthly compensation thereafter, the “Exclusivity Payments”).  The Exclusivity Payments, if any, shall be fully creditable against any license fee, development milestone or other payments to be made by Novartis Diagnostics to Accelr8 at any point in the future, excepting a court judgment of damages.

CLAUSE 4 – TYPE OF COLLABORATION

The Parties intend to investigate, evaluate and determine the optimal operational framework, proposed roles and responsibilities, and deal economics.  They acknowledge that their respective commercial objectives regarding this opportunity must be accessed for both synergies and conflicts.  For instance, Accelr8 brings specific abilities in the areas of instrument system development, related technology, and method of use of intellectual property.  Novartis Diagnostics brings specific abilities in the area of product development, regulatory approval, and commercial sales.

Although the terms of a definitive agreement are to be determined, the Parties recognize that an advantageous business relationship could comprise a research, development and commercialization agreement for the Field.  Potential business structures may include a development and commercialization agreement as well as the establishment of a separate legal entity in which both Parties could hold equity interest.

CLAUSE 5 – CONFIDENTIALITY

During the course of discussion, Novartis Diagnostics and Accelr8 will each disclose confidential and/or proprietary information, including but not limited to each Party’s proprietary materials and technologies, economic information, business or research strategies, trade secrets and material embodiments thereof (each Party’s “Confidential Information”), to the other.

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For a period of seven (7) years following the Effective Date, the recipient shall, and shall cause its affiliates and its and their respective directors, officers, employees, members, managers, agents, advisors and representatives to, maintain the disclosing Party’s Confidential Information in confidence.  The recipient shall use the disclosing Party’s Confidential Information solely for its evaluation of research and business discussions as provided in this LOI.

The existence and contents of this LOI are subject to the restrictions on disclosure and use set forth in this Clause 5.

The recipient’s obligations of confidentiality and non-use shall not apply to any information that: (i) is shown by contemporaneous documentation of the recipient to have been in its rightful possession prior to receipt from the disclosing Party; (ii) is or becomes, through no fault of the recipient, publicly known; (iii) is furnished to the recipient by a third party without breach of a duty to the disclosing Party; (iv) is independently developed by the recipient without access to the disclosing Party’s Confidential Information; or (v) such disclosure is required by applicable law, provided that the disclosing Party has received advance notice of the proposed disclosure by the recipient.

Neither Party shall disclose to the other Party any confidential information obtained from a third party on a confidential basis unless the disclosing Party has obtained written permission from such third party to do so, or the information is in the public domain.

The receiving Party may, after written notice and consultation with the disclosing Party, make disclosures to the extent such disclosures are required by law or the requirements of any securities exchange on which the Party’s securities are traded.

The Parties acknowledge that neither the disclosing Party, nor any of its respective employees, directors, officers, attorneys, representatives, agents, affiliates or advisors makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.  The Parties agree that neither the disclosing Party, nor any of their respective employees, directors, officers, representatives, stockholders, agents, affiliates or advisors shall have any liability relating to or resulting from the use of the Confidential Information, except to the extent as may be agreed in any definitive agreement between the Parties.

In the event that a receiving Party is required by applicable law, regulation or legal process to disclose any of the confidential Information or other derivative information, the receiving Party agrees (to the extent permitted by law) to notify the disclosing Party so that disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion waive compliance with the terms of this Clause 5.  In the event that no such protective order or other remedy is obtained, or that the disclosing Party waives compliance with the terms of this Clause 5, the receiving Party agrees to furnish only that portion of the Confidential Information or such other information which is legally required to be disclosed and to exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

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It is understood and agreed that monetary damages would not be an adequate remedy for any breach of this Clause 5 and that disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach.  Such remedies shall not be deemed to be the exclusive remedies for a breach but shall be in addition to all other remedies available.  The rights of each Party under this Clause 5: (i) may be exercised as often as necessary; (ii) are cumulative and not exclusive of rights or remedies provided by law; and (iii) may be waived only in writing and specifically.  Delay in exercising or non-exercise of any such right is not a waiver of that right.

Nothing in this Clause 5 shall prevent the Parties from disclosing Confidential Information to any affiliate or advisor who has a need to know to facilitate either Party’s negotiation and evaluation of the relationship contemplated under this LOI and is subject to at least as protective of confidentiality obligations as contained herein.

CLAUSE 6 – BINDING EFFECT

With the exception of Clause 3 and Clause 5, this LOI is legally binding on the Parties only to negotiate in good faith towards entering into a definitive agreement based on the terms under discussion, but does not contain a legally binding obligation to proceed with or to consummate an agreement, which will only arise, if at all, upon the negotiation, execution and delivery of a definitive agreement.  Notwithstanding the above, Clause 3 – Exclusivity and Remuneration, and Clause 5 – Confidentiality are binding on the Parties, subject to the terms set forth therein.

This LOI may be terminated for material breach by the non-breaching Party.  In the case of breach of Clause 3 or Clause 5 of this LOI by Accelr8, all Exclusivity Payments shall be refunded to Novartis Diagnostics within thirty (30) days of termination by Novartis Diagnostics.  Clause 5 shall survive any termination or expiration of this LOI.

This LOI shall be governed in all respects by the laws of the State of California and the Parties hereby submit to the venue and jurisdiction of any state or federal court located in California.

CLAUSE 7 – CONCLUSION

The Parties execute this LOI as of the Effective Date indicated above to express their willingness to continue discussions during the Exclusive License Period as described above.

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NOVARTIS VACCINES AND DIAGNOSTICS, INC.     By: _____________________________________________________________ Ethan Knowlden VP Business Development & Licensing/Corporate Counsel   ACCELR8 TECHNOLOGY CORPORATION       By: ______________________________________________________________ David Howson President

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K/A of Accelr8 Technology Corporation (the "Company") for the year ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:

1. I have reviewed this Amendment No. 2 to the annual report on Form 10-K/A of Accelr8 Technology Corporation;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the Company'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

d. disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):

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 Company'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 Company's internal control over financial reporting.

Date: April 15, 2011	By:  /s/  Thomas V. Geimer
	Thomas V. Geimer, Secretary,
	Chief Executive Officer, and
	Chief Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K/A of Accelr8 Technology Corporation (the "Company") for the year ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:

  1. I have reviewed this Amendment No. 2 to the annual report on Form 10-K/A of Accelr8 Technology Corporation;

  2. Based on my knowledge, this annual 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 annual report;

  3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

  4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  (c) evaluated the effectiveness of the Company'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

  (d) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

  5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):

  (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 Company'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 Company's internal control over financial reporting.

Date: April 15, 2011	By:  /s/  Bruce McDonald
	Bruce McDonald, Principal
	Accounting Officer