Making the Impossible Possible One Prize at a Time

A RADICAL BENEFIT FOR HUMANITYMAY 15, 2010

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Thank you for joining us. We are living in an age in which we can make the impossible possible. It is a matter of focusing the right mix of technology, talent and capital on the problems. This is what the X PRIZE Foundation is all about. We seek grand challenges of global importance where a market failure exists and an incentive prize can make a real di!erence.

Your participation and support helps us determine where to focus our e!orts. You work hard for your money; it is our goal to multiply your philanthropic donation by 100 or 1,000-fold. In executing our mission, funds raised to develop a prize are leveraged into a $10 million purse, which then attracts dozens of teams to raise and spend hundreds of millions more dollars to accomplish the feat. Ultimately, the X PRIZE drives the creation of a billion dollar industry.

X PRIZEs help surface undiscovered talent from around the world. If you are looking for a hard to "nd solution, the proverbial “needle in the haystack,” an X PRIZE brings the “needle” to you.We also seek to change the paradigm of what the public considers possible. We change the conversation from, “Can it be done?” to “When will it happen?”

This year we are proud to announce a new prize platform called “X CHALLENGEs.” While a traditional X PRIZE awards a purse of $10M or more and focuses on a global paradigm change over a 3 to 8 year period, an X CHALLENGE will concentrate on near-term technology demonstrations o!ering a smaller purse of $250K - $2.5M over a one to two year window.

We recognize that incentive prizes are not a panacea – they are not viable for all problems. But where properly used, they are a powerful economic tool for solving di#cult challenges and bringing about authentic breakthroughs.

Tonight we are asking for your guidance and support of our mission -- to attack new problems with our prize model – making the impossible possible, one prize at a time. This evening we will highlight the X PRIZE areas of innovation: Life Sciences, Energy & the Environment, Exploration, and Education & Global Development. We will celebrate our progress and share our vision of the future.

If you have been a supporter, we thank you for your continuing dedication. If you are new to the X PRIZE, we look forward to creating the future with you.

Peter H. Diamandis, MD Robert K. WeissChairman & CEO Vice-Chairman & President

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This group includes, among others, Eric Schmidt (CEO, Google), Dr. J. Craig Venter (Founder, J. Craig Venter Institute), Ratan Tata (Chairman, Tata Group), Dean Kamen (Founder of DEKA Research & Development Corporation), Dr. Lee Hood (Founder and Director, Institute for Systems Biology) and Tom Kalil (Deputy Director for Policy with the White House Office of Science and Technology Policy).

Our proposal consists of the following elements: a hard copy of the presentation made in New Jersey, a detailed proposal book, a memory stick with key X PRIZE videos and examples of our prize development work in the form of three separate books.

The X PRIZE Foundation looks forward to bringing our partnership to life early in 2010. We appreciate your time and consideration, and we look forward to working with Celgene in this exciting, significant endeavor.

Sincerely,

Robert K. WeissPresident & Vice Chair

! Revolution Through Competition

5510 Lincoln Boulevard, Suite 100 • Playa Vista, CA 90094 • T 310-741-4880 • F 310-741-4974 • Xprize.org

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Saturday, May 15, 2010

LucasFilm, The Presidio of San Francisco

Program

6:30 P.M. Cocktail Reception7:30 P.M. Dinner Program

Entertainment by Bobby Yang & His Unrivaled Players

9:00 P.M. Live Auction

Taj Jaguar Package Airship Ventures Package

Chihuly Glass Art

Harry Winston Ocean Timepiece

Airship Ventures Package

Genome 100

SpaceShipOne Full Size Replica

ICON A5 Amphibious Aircraft

Zero G with James Cameron

Virgin Galactic Flight

X PRIZE Foundation Special items

AI Physician X PRIZE Development

Advance the X PRIZE Mission

Plastics X PRIZE Development

10:30 P.M. After Event Mix and Mingle

A RADICAL BENEFIT FOR HUMANITY

WITH OUR DEEPEST APPRECIATION THE X PRIZE FOUNDATION WOULD LIKE TO THANK THE FOLLOWING DONORS FOR THEIR OUTSTANDING SUPPORT OF

OUR RADICAL BENEFIT FOR HUMANITY:

PLATINUM LEADERSGoogle, Inc. • Rena Shulsky David & Dr. Sami S. David

GOLD LEADERSRon Conway Family • Hlaska • Douglas M. Ireland & Barclays Wealth

Marissa Mayer & Zachary Bogue • Brian & Beth Ellyn McClendon •

Kimberly Sweidy & Raymie Stata • Yammer.com & Geni.com

Deliotte Consulting,LP

SILVER SUPPORTERS

Sonia Arrison & Aydin Senkut • Bita Daryabari & Dr. Reza Malek

ePlanet Ventures • Google.org • Google Ventures • Troy and Angelique Griepp

Intelius • IDEO • Advanced Green Innovations LLC • J.P.Morgan

The William James Foundation • Kleiner Perkins Caufield & Byers

Menaged Foundation • Alison & Mark Pincus

Planet Heritage Foundation • Jordan Shlain, MD

Ram & Vijay Shriram • Ray Sidney • Kim & Will Wright

FOUNDATION SPONSORS

BT Global Services • Cisco Systems • Dr. Stewart & Marilyn Blusson • Progressive Insurance • Google • John Templeton Foundation •

NASA • U.S. Department of Energy

MEDIA SPONSOR RECEPTION SPONSOR

The Financial Times Willow Garage

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Anousheh & Hamid Ansari

Michael Boustridge

Sir Richard Branson

Eli & Edythe Broad

Bita Daryabari & Reza Malek

Ann & John Doerr

Tas & Amir Dossal

Ann & Jim Gianopulos

Scott Hassan

Jack Hidary

Michelle Yee & Reid Ho!man

Arianna Hu#ngton

Kathy & Chad Hurley

Zem & James Joaquin

Steve Jurvetson

Dean Kamen

Neeru & Vinod Khosla

Lyn & Norman Lear

Marissa Mayer & Zachary Bogue

Elon Musk

Gavin Newsom & Jennifer Siebel Newsom

Anne & Dean Ornish

Alison & Mark Pincus

Cindy & Adeo Ressi

Wendy & Eric Schmidt

Kimberly Sweidy & Raymie Stata

Ratan N. Tata

Ingrid Vanderveldt

Heather & Craig Venter

Charles M. Vest

Nadine Weil

HONORARY COMMITTEE MEMBERS:

A SPECIAL THANKS TO OUR HOSTS

CO-CHAIRS OF BENEFIT:

Suzy Amis & James Cameron

Lucy Southworth & Larry Page

Anne Wojcicki & Sergey Brin

Kristen & Peter Diamandis

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SERGEY BRINCO-FOUNDER & PRESIDENT,GOOGLE INC.

Sergey Brin, a native of Moscow, received a bachelor of science degree with honors in mathematics and computer science from the University of Maryland at College Park. He is currently on leave from the Ph.D. program in computer science at Stanford University, where he received his master's degree. Sergey is a recipient of a National Science Foundation Graduate Fellowship as well as an honorary MBA from Instituto de Empresa. It was at Stanford where he met Larry Page and worked on the project that became Google. Together they founded Google Inc. in 1998, and Sergey continues to share responsibility for day-to-day operations with Larry Page and Eric Schmidt as the Co-Founder & President, Technology.

Sergey's research interests include search engines, information extraction from unstructured sources, and data mining of large text collections and scienti!c data. He has published more than a dozen academic papers, including"Extracting Patterns and Relations from the World Wide Web; Dynamic Data Mining: A New Architecture for Data with High Dimensionality, which he published with Larry Page; Scalable Techniques for Mining Casual Structures; Dynamic Itemset Counting and Implication Rules for Market Basket Data; and"Beyond Market Baskets: Generalizing Association Rules to Correlations.

GUEST SPEAKER BIOS (in alphabetical order)

JAMES CAMERONPRODUCER/DIRECTOR & EXPLORER

James Francis Cameron is a Canadian !lm director, producer, screenwriter, editor, explorer and inventor. His writing and directing work includes The Terminator (1984), Aliens (1986), The Abyss (1989), Terminator 2: Judgment Day (1991), True Lies (1994), Titanic (1997), and Avatar (2009). In the time between making Titanic and his return to feature !lms with Avatar, Cameron spent some years creating documentary !lms, and also co-developing the digital 3-D Fusion Camera System. Described by a biographer as part-scientist and part-artist, Cameron has also contributed to underwater !lming and remote vehicle technologies.

To make his movies James has made himself an expert in !lm technology and underwater exploration. He designs submersibles; the one he’s working on now can go to thirty-six thousand feet, and he hopes to use it to explore the Mariana Trench, the deepest spot on earth. In order to shoot his 3D documentary exploration of the

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Titanic, Cameron collaborated with Vince Pace to invent a camera that would simulate human stereoscopic vision and work underwater. For his latest movie Avatar, Cameron broke ground on new camera technology, new uses of computer simulation and 3-D in movie making.

PETER H. DIAMANDISCHAIRMAN & CEOX PRIZE FOUNDATION

Dr. Diamandis is the Chairman and CEO of the X PRIZE Foundation, a non-pro!t innovation catalyst focused on designing and launching large incentive prizes to drive radical breakthroughs for the bene!t of humanity. Diamandis is also an international leader in the commercial space arena, having founded and run many of the leading entrepreneurial companies in this sector.

Diamandis serves as co-Founder & Managing Director of Space Adventures, the only company to have brokered the launches of private citizens to the International Space Station. He is co-Founder & CEO of Zero Gravity Corporation a commercial space company developing private, FAA-certi!ed parabolic #ight utilizing a Boeing 727-200 aircraft. He is the Chairman & co-founder of the Rocket Racing League. In 2008, he co-Founded the Singularity University where he serves as Vice-Chancellor and Chairman. In 1987, Diamandis co-founded the International Space University (ISU) where he served as the University’s !rst managing director.

Dr. Diamandis attended the Massachusetts Institute of Technology (MIT) where he received his undergraduate degree in molecular genetics and graduate degree in aerospace engineering. After MIT he attended Harvard Medical School where he received his M.D. In 2005 he has was also awarded an honorary Doctorate from the International Space University.

THOMAS KALILDEPUTY DIRECTOR FOR POLICYWHITE HOUSE OFFICE OF SCIENCE AND TECHNOLOGY POLICY

Thomas Kalil is Deputy Director for Policy for the White House O$ce of Science and Technology Policy. Kalil is on leave from UC Berkeley, where he was Special Assistant to the Chancellor for Science and Technology. He was responsible for developing major new multi-disciplinary research and education initiatives at the intersection of information technology, nanotechnology, microsystems and biology. He also conceived and launched a program called “Big Ideas @ Berkeley,” which provides support for multidisciplinary teams of Berkeley

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students that are interested in addressing economic and societal challenges such as clean energy, safe drinking water and poverty alleviation.

In 2007 and 2008, Kalil was the Chair of the Global Health Working Group for the Clinton Global Initiative, where he developed new public and private sector initiatives in areas such as maternal and child health, under-nutrition and vaccines. Tom was also a Senior Fellow with the Center for American Progress, where he co-authored A National Innovation Agenda, one of the four pillars of CAP’s Economic Plan for Plan for the Next Administration. Previously, Thomas Kalil served as the Deputy Assistant to President Clinton for Technology and Economic Policy and the Deputy Director of the White House National Economic Council.

RAY KURZWEILINVENTOR & AUTHOR

Ray Kurzweil has been described as "the restless genius" by the Wall Street Journal, and "the ultimate thinking machine" by Forbes. Inc. magazine ranked him #8 among entrepreneurs in the United States, calling him the "rightful heir to Thomas Edison," and PBS included Ray as one of 16 "revolutionaries who made America."

As one of the leading inventors of our time, Ray was the principal developer of the !rst CCD #at-bed scanner, the !rst omni-font optical character recognition, the !rst print-to-speech reading machine for the blind, the !rst text-to-speech synthesizer, the !rst music synthesizer capable of recreating the grand piano and other orchestral instruments, and the !rst commercially marketed large-vocabulary speech recognition.

Among Ray's many honors, he is the recipient of the $500,000 MIT-Lemelson Prize, the world's largest for innovation. In 1999, he received the nation's highest honor in technology, the National Medal of Technology, from President Clinton in a White House ceremony. In 2002, Ray was inducted into the National Inventor's Hall of Fame, established by the US Patent O$ce. He has received thirteen honorary Doctorates and honors from three U.S. presidents.

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GLENN RENWICKPRESIDENT & CEOTHE PROGRESSIVE CORPORATION

Glenn M. Renwick, president and chief executive o$cer of The Progressive Corporation since January 2000, leads The Progressive Group of Insurance Companies in its quest to become U.S. consumers’ #1 choice for auto insurance. Progressive is one of the largest auto insurance groups in the country, reporting nearly $14 billion in net premiums written in 2007.

Since joining Progressive in 1986, Renwick served as chief information o$cer, consumer marketing director, division president and product manager.

Renwick, 53, holds an undergraduate degree in mathematics and economics from the University of Canterbury in Christchurch, New Zealand, and earned a master’s degree in engineering from the University of Florida, Gainesville.

LARRY PAGE CO-FOUNDER & PRESIDENT, PRODUCTSGOOGLE, INC

Larry Page was Google's founding CEO and grew the company to more than 200 employees and pro!tability before moving into his role as president of products in April 2001. He continues to share responsibility for Google's day-to-day operations with Eric Schmidt and Sergey Brin.

The son of Michigan State University computer science professor Dr. Carl Victor Page, Larry's love of computers began at age six. While following in his father's footsteps in academics, he became an honors graduate from the University of Michigan, where he earned a bachelor's degree in engineering, with a concentration on computer engineering. During his time in Ann Arbor, Larry built an inkjet printer out of Lego™ bricks. While in the Ph.D. program in computer science at Stanford University, Larry met Sergey Brin, and together they developed and ran Google, which began operating in 1998. Larry went on leave from Stanford after earning his master's degree.

In 2002, Larry was named a World Economic Forum Global Leader for Tomorrow. He is a member of the National Advisory Committee (NAC) of the University of Michigan College of Engineering, and together with co-founder Sergey Brin, Larry was honored with the Marconi Prize in 2004.

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YOUR MASTER OF CEREMONIESALI VELSHICNN CHIEF BUSINESS CORRESPONDENT

Based in New Yor, Ali Velshi is CNN's chief business correspondent and host of Your $$$$$, CNN’s weekend business roundtable program, as well as anchor for Issue #1, the network’s in-depth coverage initiative on the single issue that matters most to CNN’s audience."He also hosts The Ali Velshi Show, a weekly call-in radio program on both CNN Radio and CNN.com and !elds viewer calls weekly for the “Help Line” segment for HLN. Velshi has covered the U.S. government’s bailout plan; the !nancial collapses of Fannie Mae, Freddie Mac, AIG and Lehman Brothers; and Hurricanes Gustav and Ike, reporting on the impact of the storms on oil re!neries. He covered the Enron story at every step since it hit the national spotlight in 2001. He reported live from Ford headquarters in Dearborn, Mich., as the company announced the layo% of 30,000 workers." He reported live from an oil rig in the Gulf of Mexico amid evacuation calls for Hurricane Katrina.

Born in Kenya and raised in Toronto, Velshi graduated from Queens University, Canada with a degree in religion." Velshi’s !rst book, Gimme My Money Back: Your Guide to Beating the Financial Crisis, was released in January 2009."

J. K. CRAIG VENTERCEO SYNTHETIC GENOMICS

J. Craig Venter, Ph.D., is regarded as one of the leading scientists of the 21st century for his invaluable contributions to genomic research. He is Founder and President of the J. Craig Venter Institute (JCVI), a not-for-pro!t research organization with more than 400 scientists dedicated to human, microbial, plant, synthetic, and environmental genomic research, as well as exploration of social and ethical issues in genomics. He is also Founder/CEO of Synthetic Genomics Inc., a privately held company dedicated to developing and commercializing synthetic genomic advances.

After a tour of duty as a Navy Corpsman in Vietnam from 1967-1968, Dr. Venter earned both a Bachelor’s degree in Biochemistry and a Ph.D. in Physiology and Pharmacology from the University of California, San Diego. In 1992, Dr. Venter founded The Institute for Genomic Research (TIGR), a not-for-pro!t research institute which was merged into the JCVI in 2006. In 1995, he and his team at TIGR decoded the genome of the !rst free-living organism, the bacterium Haemophilus in!uenzae, using his new whole genome shotgun technique.

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ROBERT K. WEISSPRESIDENT X PRIZE FOUNDATION

Bob Weiss is a veteran Hollywood television and !lm producer having produced over 20 feature !lms and TV series during the past 25 years. He began his career in the late 1970’s producing the feature !lm, Kentucky Fried Movie and later produced the ABC television program Pole Squad! as well as the three Naked Gun movies starring Leslie Nielsen.

Weiss produced the international hit, The Blues Brothers for Universal Studios. His other feature !lms produced for Universal include Amazon Women on the Moon and Dragnet. Weiss was the Executive Producer for the television series Weird Science and Sliders (that he co-created).

As president of Broadway Pictures at Paramount, Weiss joined forces with Saturday Night Live Executive Producer and creator Lorne Michaels. Weiss executive produced many !lms at Paramount including Tommy Boy, A Night at the Roxbury, Superstar, and The Ladies Man. He went on to produce the international hits Scary Movie 3 & 4, and most recently Superhero Movie for Dimension Pictures.

Weiss has served as a consultant and team partner to the Boeing Corporation in the development of a global consortium dedicated to the distribution of space related multimedia entertainment and educational programs, products and services.

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THANK YOU TO OUR EVENT SPONSORS

ALLISON SPEER

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www.deloitte.com

As used in this document, “Deloitte” means Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of the legal structure of Deloitte LLP and its subsidiaries.

Copyright © 2010 Deloitte Development LLC. All rights reserved. Member of Deloitte Touche Tohmatsu

Deloitte is proud to support X Prize Foundation to help open the doors of innovation through competition to serve humanity.

It’s open

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Live Auction Items

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AUCTION BIDDING & VOTING PROCEDURES

Your auctioneer for the evening is James Niven, Chairman, Sotheby’s.

BIDS & SETTLEMENT

You are responsible for the bids that you make and all bids or pledges must be settled within 10 days of the event. Payments should be received by May 25, 2010. Should you need an invoice or need to make di%erent arrangements, please indicate so on your pledge card or let an X PRIZE sta% member know to arrange that.

PROXIES

We have some incredibly unique items available in this auction. Proxy bids are allowed at this auction as long as the arrangements for these have been made in advance and the auctioneer informed of the proxy. If you are bidding as a proxy, please make sure you have made those arrangements in advance with the appropriate X PRIZE sta%. Ask if you need assistance.

AUCTION NUMBER

Each attendee has a unique auction number attached to their program and an electronic voting device with their name on it. To bid on any of the live auction items you raise your auction number until you’ve been recognized.

ELECTRONIC VOTING DEVICE

To use your electronic voting device, make sure you are using the one with your name on it and when presented with a multiple choice question on the screen, select your answer using the keypad. Ali Velshi or James Niven will give you clear instructions on when to use your voting device. The last key you press is the vote that will be registered as your vote.

Your pledge tonight will make the impossible, possible.

"The best way to predict the future is to create it yourself. You can make a critical di%erence in solving the world's biggest problems. Turn your substance into signi!cance and pledge your support to the X PRIZE tonight. Together, we can make the impossible, possible. Push a button and change the world. The future is in your hands."

Tonight… Push a button and change the world!

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TAJ JAGUAR PACKAGE: A LUXURY WEEKEND - TWO NIGHTS IN SAN FRANCISCO WITH THE JAGUAR XF

Taj Campton Place and Jaguar’s Suite Weekend includes two-night stay in a Taj Campton Place Suite, plus complimentary use of Jaguar's new XF from British Motors. Taj Campton Place San Francisco is the an intimate, elegant, residential style luxury hotel on Stockton Street just steps from Union Square and San Francisco's best shopping, dining and entertainment." For over sixty years, British Motors has been a landmark in the San Francisco community in the 82-year-old Bernard Maybeck historical landmark showroom at 901 Van Ness Blvd. Visit us today to witness the most beautiful vehicles Jaguar and Land Rover have ever produced.

CHIHULY GLASS ART: ORIGINAL CHIHULY “APRICOT PERSIAN SET WITH ASH LIP WRAPS, 2000 “

“The individual elements in the Persians still exude life. The elasticity of each form manifests glass’s real character as a frozen liquid, as molecules held in suspension. . . .

The individual elements composing the Persians simulate the rhythms and forces of life. . . . The delicacy and fragility of Chihuly’s glass as well as its tentative placement is an impression of this world: The series is like some wonderful perfume blown across the great central Iranian desert. The pieces allude to romance, mystery, an ancient world and its survival in the present. . . . Existence, as the Persians suggest, is always tentative and precarious, always something to be fought and won”.

- Robert Hobbs, “Dale Chihuly’s Persians: Acts of Survival,” Chihuly/Persians, Dia Art Foundation, 1988

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SPACESHIP ONE REPLICA: FULL SIZE REPLICA OF THE ANSARI X PRIZE WINNER

In 2004, aerospace engineer Burt Rutan was awarded the prize for the successful #ight of SpaceshipOne. SpaceshipOne’s historic #ight marked the beginning of the commercial space#ight industry and in order to commemorate the Ansari X PRIZE, the X PRIZE Foundation"constructed six"SpaceShipOne replicas." These six replicas were built from the original tooling used to manufacture the original SpaceShipOne. The replica is on a scale of 1 to 1.

Since then, replicas have been installed in exciting places like the St. Louis Science Center, Google Headquarters, the Bakers!eld Airport Terminal, Mojave Air and Space Port, The Flying Heritage Collection in Everett, CA. Others have made appearances at special events, such as the X PRIZE Cups or Virgin Galactic's unveiling of the SpaceShipTwo interior at Wired NextFest in 2006.

ZERO GRAVITY VIP FLIGHT CHARTER:!YOU & TWENTY-FIVE FRIENDS WILL FLY WITH DIRECTOR JAMES CAMERON

Charter a Zero-G #ight for you and 25 friends and experience weightlessness with renowned explorer and !lm director James Cameron." This is a once in a lifetime opportunity to #y like superman and share this incredible experience with colleagues, friends, family along with James and Suzy Cameron." Fly on a specially equipped, FAA-Approved, Boeing 727 named G-FORCE ONE."

This is the same service that #ew Stephen Hawking into weightlessness three years ago, and the same plane used by NASA for its training and research." You’ll experience 15 parabolic arc’s including Martian, Lunar and Zero-G. Flights originate out of Las Vegas or Cape Canaveral or arrangements can be made to take o% from the Bay Area or Los Angeles."

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GENOME 100: BE AMONG A VERY SELECT GROUP TO HAVE THEIR FULL GENOME SEQUENCED

The Genome 100 represents a milestone in the advent of personalized medicine and you can be amongst this group of genomics pioneers. Once the Archon Genomics X PRIZE is won, there will be fast, e$cient full genome sequencing available to build the medical databases and genomic pro!les that will transform the practice of medicine. The X PRIZE is assembling the !rst 100 genomes that will be sequenced by the company that wins the Archon Genomics X PRIZE.

That roster already includes: Stephen Hawking, Larry King, Richard Branson, Michael J. Fox, Larry Page, Paul Allen, Sergey Brin among others and the remainder will be assembled from expert and public input into the representative groups and populations that we need to begin studying. This is a chance to join these genome ambassadors and help us introduce this incredible breakthrough to the public.

HARRY WINSTON OCEAN DIVER’S WATCH: OWN A RARE TIMEPIECE

This Harry Winston Ocean Diver watch in 18K white gold and zalium features a sporty anthracite dial with silver hands and luminous arab markers, contrasting chronograph counters, a red sub second display at 3 o'clock, a white gold unidirectional bezel, and a screw-down crown with crown guard in a 44mm case shown here on a black rubber strap, The Harry Winston Ocean Diver watch also features an automatic movement with a chronograph complication and an impressive water resistance to 200 meters.

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ICON A5 SPORT PLANE PACKAGE: X PRIZE SPECIAL EDITION A5

The FAA’s new Light Sport Aircraft regulations make #ying more accessible than ever before. The ICON A5 is the ultimate recreational aircraft; designed to let you explore the planet in a way no other vehicle can. This exclusive X PRIZE package includes:

! One of a kind X PRIZE Special Edition ICON A5 with custom paint.

! Position #50, delivery in 2012. Over 400 sold so far.

! Sport Pilot Training package for you and a partner on delivery.

! Private tour of ICON factory and design center to meet the team behind the A5.

! PLUS - Once in a lifetime chance to #y with the legendary Sean Tucker and his aerobatic team. You will #y with Sean and his team at his practice !eld in Salinas, CA. This will be the ride of your life!

AIRSHIP VENTURES PACKAGE: 2HR LUXURY AIRSHIP FLIGHT ABOARD THE ZEPPELIN “EUREKA”

The Golden Age of Aviation meets modern technology in the world’s largest airship, the Zeppelin “Eureka”. Cruising at 35mph, 1200 ft above the ground, you and 11 friends can walk around the quiet and comfortable cabin, taking pictures, drinking champagne, talking to the pilot, and delighting in the spectacular 360º vistas of the world. Whether you use this #ight for a special occasion, fun with friends or for an inspiring client or employee event, we guarantee a unique and unforgettable time. Depart from Los Angeles, San Francisco, San Diego or Monterey. Charter includes catering (breakfast, lunch, or supper) plus beverages. Flight date & time to be scheduled directly with Airship Ventures based on availability.

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Thank you to our auction sponsors:

Airship VenturesBritish Motor Cars

Chihuly StudioHarry WinstonICON Aircraft

Taj Campton PlaceVirgin Galactic

Zero Gravity Corporation

VIRGIN GALACTIC TICKET: PURCHASE A TRIP TO SPACE & SHARE THE JOURNEY WITH PETER H. DIAMANDIS

This is an extraordinary opportunity to rocket into space and to see the Earth from 100 kilometers altitude aboard SpaceShipTwo." On this very special trip, you will be joined by Peter Diamandis, Founder of the X PRIZE, and experience the joy of space#ight that drove Peter to create the Ansari X PRIZE !fteen years ago. ""

The trip is provided by Virgin Galactic and Sir Richard Branson." Purchasing this item will reserve you a seat on a Virgin Galactic sub-orbital #ight during the !rst year of commercial #ight operations." The winner will need to coordinate their schedule with "Virgin Galactic and Peter Diamandis to !nd a suitable time window.

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About X PRIZE

Cisco, (NASDAQ: CSCO), the worldwide leader in networking that transforms how people connect, communicate and collaborate, is the Presenting Sponsor of the X PRIZE Foundation’s Energy and Environment Prize Group. Cisco believes that technology can help us work, live, play, and learn in new and more sustainable ways. Cisco is innovating to address environmental challenges, reduce its own impact, and help customers reduce theirs. Together, Cisco and the X PRIZE Foundation are focused on encouraging innovations that will end our addiction to oil, stem the harmful e%ects of climate change, and promote the sustainability of our environment. This year, Cisco celebrates 25 years of technology innovation, operational excellence and corporate social responsibility.

BT Global Services, one of the world's leading providers of communications solutions and services is providing $4.5 million in operating funds to the Foundation over the course of a three-year partnership. These funds will allow the X PRIZE Foundation to focus on developing new prizes to solve some of the greatest challenges of our time.

BT also takes innovation seriously having invested £1.3bn in R&D last year, the company has 10 international research centres and 100 new patents are created every year. BT Global services employs more than 37,000 people worldwide in 53 countries and o%ers services in 173 countries. Its principal activities include the provision of networked IT services globally; local, national and international telecommunications services to our customers for use at home, at work and on the move; broadband and internet products and services and converged !xed/mobile products and services. BT consists principally of four lines of business: BT Global Services, Openreach, BT Retail and BT Wholesale

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About X PRIZE

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ABOUT THE X PRIZE FOUNDATION

The X PRIZE Foundation believes that incentivized competitions can address the world’s grand challenges. Our prize model leverages philanthropy, making it more e$cient, and stimulates research and development investments worth far more than the prize purse itself. Because of this, the Foundation has developed into a world-class organization focused on designing, building and operating high pro!le competitions to address and solve humanity’s grand challenges. The X PRIZE Foundation is a US-based (501c3) nonpro!t organization led by CEO and Founder Dr. Peter H. Diamandis and President Robert K. Weiss, and is governed by a group of visionary leaders including our Board of Trustees and Vision Circle, as well as our corporate partners and sponsors.

BOARD MEMBERS: Eric C. Anderson, Anousheh Ansari, Amir Ansari, Jack Bader, Michael Boustridge, Peter H. Diamandis, M.D., Gil Elbaz, Richard Garriott, James N. Gianopulos, Jack Hidary Arianna Hu$ngton, Dean Kamen, Ray Kurzweil, PhD, Erik R. Lindbergh, Gregg E. Maryniak, Rob McEwen, Diane W. Murphy, Elon Musk, Larry Page, Adeo Ressi, Je%rey Shames, Barry Silverstein, Ratan Tata, J. Barry Thompson, J. Craig Venter, PhD, Robert K. Weiss, and Will Wright."VISION CIRCLE MEMBERSHIP: The Ansari Family, Dr. Stewart & Marilyn Blusson, Sergey Brin & Anne Wojcicki, Bita Daryabari, Gil & Elyssa Elbaz, Richard Merkin, M.D., Dustin Moskovitz, Larry Page,"Eric & Wendy Schmidt, Richard Schaden, Ray Sidney, The John Templeton Foundation, and the William James Foundation

CORPORATE & ORGANIZATIONAL PARTNERS, SUPPORTERS, AND SPONSORS (partial listing): BT, Google, Progressive Insurance, Cisco Systems, NASA, and U.S. Department of Energy.

X PRIZE BACKGROUND The Foundation was formed in 1995 and publicly announced in May 1996 when a $10M purse was o%ered for the !rst team to build a private spaceship capable of launching 3 adults to 100 kilometers altitude (space) on two #ights within two weeks.

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The Ansari X PRIZE for sub orbital space #ight was extraordinarily successful at achieving the following results:

• The competition attracted 26 teams from 7 nations that spent $100 million to win the $10M purse

• Since the winning of the Ansari X PRIZE in 2004, over US$1billion has been invested in this new industry

• The competition attracted over 6 billion media impressions worldwide

• Over 500 individuals have since purchased tickets to #y privately into space

• The winning vehicle (SpaceShipOne) now hangs in the Smithsonian Air & Space Museum above the Apollo 11 capsule and next to the Spirit of St. Louis aircraft

On November 5, 2009, the X PRIZE Foundation completed the Northrup Grumman Lunar Lander X PRIZE Challenge and awarded Masten Space Systems, led by David Masten, the top $1 million prize. Armadillo Aerospace, led by id Software founder John Carmack, took home the second place prize of $500,000. The NGLLXPC was a partnership with NASA that began in 2006 and mobilized 7 teams to compete over the three year competition.

Since 2004, the charter of the X PRIZE Foundation has been expanded to drive breakthroughs utilizing large incentive prize competitions in four prize group areas:

• Exploration (Space and Deep Ocean)

• Energy & Environment

• Life Sciences

• Global Development & Education

The Foundation has continued to demonstrate the success of its model by launching three new X PRIZEs, each of which have attracted Title Sponsors (both corporate & philanthropic) and a vast !eld of competitive teams.

X PRIZE competitions provide the opportunity for individuals and companies to make philanthropic investments that are low-risk (purses only pay the winner), highly leveraged grants (teams typically spend in aggregate, 10 to 40 times the purse in research and development) that yield unprecedented returns in innovation, public awareness and support for radical breakthroughs that bene!t all humanity.

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ABOUT THE 3 ACTIVE PRIZES COMPETITIONS

Objective: Usher in a new era of preventive, personalized medicineTo win: Sequence 100 human genomes in 10 days for <$10,000 eachPurse: $10M (private sponsor: Dr. Stewart and Marilyn Blusson)Launched: 2006Teams: 9

The $10 million Archon Genomics X PRIZE will be awarded to the !rst team to build and use a device t0 sequence 100 human genomes within 10 days or less, with an accuracy of no more than one error in every 100,000 bases sequenced, with sequences accurately covering at least 98% of the genome, and at a recurring cost of no more than $10,000 per genome. The Archon Genomics X PRIZE challenges scientists and engineers to create better, cheaper, and faster ways to sequence genomes. The knowledge gained by compiling and comparing a library of human genomes will create a new era of preventative and personalized medicine and transform medical care into a proactive science.

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The goal of the Google Lunar X PRIZE is to create a private global race to the Moon that excites and involves the public while dramatically accelerating the commercial exploration of space. The Google Lunar X PRIZE is a $30 million competition for the !rst privately funded team to send a robot to the moon, travel 500 meters, and transmit video, images, and data back to the Earth.

The !rst team to land on the Moon and complete the mission objectives will be awarded $20 million. The second team to do so will be awarded $5 million. Another $5 million will be awarded in bonus prizes.

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The goal of the Progressive Insurance Automotive X PRIZE is to inspire a new generation of viable and super fuel-e$cient vehicles. $10 million in prizes will be awarded to the teams that win a rigorous, multi-stage competition for clean, production-capable, and super fuel-e$cient vehicles that exceed 100 MPGe (miles per gallon or its energy equivalent).

The Progressive Insurance Automotive X PRIZE seeks to increase global awareness of super fuel-e$cient vehicle options, enable their development, and stimulate marketplace demand. After 111 teams registered 136 vehicle designs for the competition in Spring 2009, 53 vehicles passed Design Judging in Fall 2009. After passing review of three Technical Deliverables submitted by the Quali!ed Teams, 38 vehicles arrived in Michigan for a series of on-track performance events at the Michigan International Speedway. Competition events kicked o% April 26, 2010, and will continue through the end of July 2010. In August 2010, !nalist vehicles will undergo testing at the Argonne National Laboratory to verify their on-track performance. Winners will be announced in September 2010.

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Our Generous Supporters

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Progressive Insurance is proud to sponsor the Progressive Automotive X PRIZE, a $10 million prize to develop clean, safe, affordable cars

that get at least 100 miles per gallon... now that’s Progressive.

09P00134 (05/10)

visit progressive.com/autoxprize

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Is proud to support the X PRIZE Foundation

Is proud to support the X PRIZE Foundation

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J.P. Morgan Private Bank proudly supports the X PRIZE Foundation

“J.P. Morgan Private Bank” is a marketing name for private banking business conducted by JPMorgan Chase & Co. and its subsidiaries worldwide. © 2010 JPMorgan Chase & Co.

IDEO is proud to support the mission of the X PRIZE Foundation.

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Eventually, you’ll outgrow your garage.Google Ventures has the experience, resources and passion

to make your company successful.

ventures+xprize@google.com

Is proud to support the X PRIZE Foundation

38 t t

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Is proud to support the X PRIZE Foundation

Yammer (www.yammer.com) is the market and technology leader in Enterprise Microblogging and Real-time Communication. Yammer is revolutionizing the way companies communicate, collaborate, and share content. More than 70,000 companies and organizations are using our award-winning software to improve employee productivity and financial results.

TM

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Kimberly Sweidy & Raymie Stata are proud to support the X PRIZE Foundation.

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Beth Ellyn & Brian McClendon

are proud to support the X PRIZE Foundation

Congrats

X PRIZE for your great work!

The Ron Conway Family

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Is proud to support the X PRIZE Foundation

“The health of the soul depends on the condition of the body.”

Private Medical ServicesAlwaysOn@ShlainMD.com

Maimonides, c. 1137–1204

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Prize Development

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THE X PRIZE DESIGN PHILOSOPHY

The X PRIZE Foundation Prize Design Process evaluates the world’s Grand Challenges. "We use our expertise"and experience to design viable and impactful incentivized competitions that will transform the current rate of economic, technological, and social transformation to create the radical breakthroughs required in solving these challenges. "Our prize design methodology expertly navigates through prize ideation, design, and development in order to produce a comprehensive business case incorporating analysis of marketing, sponsorship, and education opportunities. We create the key competition attributes that an X PRIZE requires to be successful in creating radical breakthroughs.

The X PRIZE employs a “Visioneering” process to identify and design our prize competitions. We frequently engage our Board of Trustees, our Vision Circle Members, our Advisory Committees, and Corporate and Government partners in these exercises.

THE X PRIZE LABS PROGRAM

We established the X PRIZE Lab@MIT in 2007 to leverage the academic resources of MIT and provide a vibrant home for research and teaching on incentive prizes and prize philanthropy.

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This dynamic inter-disciplinary academic program involves the Sloan School of Management, the Engineering School, the School of Science, the Harvard-MIT Division of Health Sciences and Technology, and the Technology & Policy Program.

During a semester-long program, interdisciplinary teams of graduate students are challenged to develop new incentive prizes around one of the world’s biggest challenges. Annual workshops bring together students, entrepreneurs, researchers, and investors in areas of cutting edge technologies. The X PRIZE Lab@MIT has trained and inspired the next generation of entrepreneurs in the following areas: Global Healthcare, Sustainable Energy Technologies, Brain-Computer Interfaces, Deep Ocean Exploration, Energy Storage, and Bionics.

In 2010, we expanded the model to the University of Washington and the University of Southern California. We are in development of our !rst international X PRIZE Labs at IIT Bombay.

We would especially like to thank Kimberly Sweidy & Raymie Stata, the Foundation for Enterprise Development, Ron & Lisa Fisher, and Je"rey Shames for their generous and steadfast support of the X PRIZE Lab@MIT.

We would like to thank Dean Sandy Archibald, the Evans Schools of Public Policy, Nelson Del Rio, and John Siegel for their support of the X PRIZE Lab @ University of Washington.

We would like to thank Kriztina Holly, Katherine Aschieris, and Dean Yannis Yortsos for their support of the X PRIZE Lab @ University of Southern California.

We would like to thank Devang Khakhar, Ratan Tata, and Naveen Jain for their support of the X PRIZE Lab at IIT Bombay.

We are excited about the success and expansion of this program over the past 3 years and continue to !eld great interest from other universities seeking to join the X PRIZE Lab family.

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INCENTIVE TO INNOVATE CONFERENCE AT THE UNITED NATIONS

The X PRIZE Foundation held its !rst “Incentive to Innovate” (i2i) in June 2009 at the United Nations in New York. The Foundation highlighted two powerful yet underutilized tools: open collaboration and incentivized competition and showcased how they can help create radical breakthroughs and drive sustainable economic growth for businesses and organizations. Over 300 C-level executives and leaders participated in the conference and brainstormed solutions to multiple challenges using the methods they learned aboutduring the conference.

PRIZES IN DEVELOPMENT

AI PHYSICIAN X PRIZE: !

“Build an Arti"cial Intelligence (AI) -based software system that can speak and listen in natural language and diagnose a patient better than a group of ten board-certi"ed physicians.”

Today there is a shortage of trained physicians worldwide. "Worse yet, a recent RAND study concluded that a doctor’s diagnosis and recommended course of treatment is wrong 45% of the time. "The sheer volume of information presented to a doctor is climbing at an exponential rate. "Given the global proliferation of mobile phones (80% of the population by 2013), an AI Physician accessible by anyone, in any language, over a telephone would be a !rst-line medical advice and potentially save countless lives. "

"

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African Entrepreneurship

BIONICS X LEGS X PRIZE:

“Develop a set of bionic legs that give a paraplegic full mobility and allow them the ability to race up a mountain. Our goal is to create a mountain of discarded wheelchairs.”

There are nearly 6 million people living without the use of their legs from paralysis or tragic loss. Their only alternative for mobility is a wheelchair. "Imagine demonstrating a pair of electromechanical “bionic legs” able to allow them to maneuver through hurdles of everyday life or even to climb a mountain. "Such devices would !nally displace the age-old wheelchair.

"AFRICAN ENTREPRENEURSHIP X PRIZE:

“Create a competition between African universities, companies, and incubators. The team whose trained entrepreneurs create the most companies employing the most Africans over a 5-year period of time wins.”

Across the African continent, Africans lack an ecosystem to help them start and scale their companies. "African entrepreneurs rarely get the resources, mentorship, or opportunity to turn their insight or passion into new businesses. "A competition in Africa between incubators, universities, and companies to create the most startups and the most jobs could help thousands acquire an income, and create a generation of entrepreneurial heroes.

PLASTICS DEBRIS X PRIZE:

“Develop a clear plastic bottle that can safely degrade in the ocean environment, which otherwise meets the cost, health-saftey and durability needs of the industry.”

Currently, the Earth’s oceans are being choked by over 220 billion pounds of plastic debris. An estimated 11 billion pounds more are added each year. "This plastic never

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degrades; it is only broken up into small pieced that eventually !nd their way into our food chain. "Transformative approaches are required to preserve the seas for the generations to come.

AUTONOMOUS CAR X PRIZE:

“Demonstrate an autonomous car that can win a Grand Prix race against a top-seated driver.”

Over 6 million auto accidents happen annually in the United States resulting in around 2.9 million injuries and over 40,000 deaths. "Humans are a poor control system for driving a 4,000 pound device at speeds of 60 mph where a tenth of a second can mean the di%erence between life and death. "An autonomous car can dramatically increase automotive safety, reduce commuting time, and greatly reduce fuel consumption. Demonstrating the superior collision avoidance and maneuvering ability of an Autonomous Car in a Grand Prix (Formula-1 or NASCAR) Race will help create this paradigm change.

DEEP HUMAN SUBMERSIBLE X PRIZE:

“Build and demonstrate a 3-person submersible system that will carry people to the deepest ocean in a safe, useful and repeatable fashion.”

We know more about the surface of Mars than the depths of the Earth’s seas, yet no vehicles currently exist for extended human operations at full ocean depths. The oceans hold keys to solving many of the grand challenges that face humanity in the 21st century. Imagine understanding the oceans complex yet nuanced role in climate change and"harnessing the enough oceanic wave and geothermal energy to cleanly and safely power entire nations.

A breakthrough in this area would revolutionize our understanding of our home planet.

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