definiens: shall mean the use of Probe Arrays [ as a gene expression research tool to identify the presence and/or levels of expressed nucleic acid sequences for the purpose of discovering novel therapeutic compounds as well as new applications of known compounds . ] For purposes of clarity, [ it is understood that such expression based Probe Arrays may include polymorphic versions of genes of interest to [COMPANY], and that [COMPANY] may use information derived from such polymorphic versions of genes ] within the scope of this Agreement . [COMPANY] 's Area of Interest shall include [COMPANY] Collaborations [ provided that Probe Arrays are not transferred to a third party in such [COMPANY] Collaborations, except that [COMPANY] may transfer Probe Arrays to a Collaborator for sample preparation and hybridization to the Probe Arrays provided that data acquisition and analysis are performed at [COMPANY] . In addition, [COMPANY] may transfer Probe Arrays to third parties that then have in effect an agreement under which such third party can obtain Probe Arrays under similar terms as those herein . ] [COMPANY] 's Area Of Interest [ shall otherwise expressly exclude the transfer of Probe Arrays to third parties ; database development for external license, distribution, or sale ; clinical diagnosis of disease ; or forensic applications, human or otherwise . [COMPANY] 's Area of Interest shall include Standard Configuration Expression Probe Arrays and Other Standard Probe Arrays for the purposes licensed for such product, which may include genotyping and resequencing applications . ] 2.13 shall mean a bona fide scientific collaboration between [COMPANY] or any of its Affiliates and a third party under a written contract and research plan in a specified area, in which a ) such third party receives the biological materials and/or proprietary information of [COMPANY] and/or its Affiliates, or in which [COMPANY] and/or its Affiliates obtains the biological materials and/or proprietary information of the third party, and b ) [COMPANY] obtains significant proprietary rights if significant intellectual property is generated in the collaboration, and c ) the collaboration is within [COMPANY] 's normal ( as of the Effective Date ) business model ( For purposes of this Agreement, shall include, for example, pharmaceutical and diagnostics research, development, and marketing, but does not include nucleic acid hybridization services or database distribution businesses . ), and d ) in which [COMPANY] and its collaborator provide significant scientific input to the collaboration in addition to data obtairied from the Probe Arrays where includes, for example, material input to experimental design, material contributions to experimental execution, and/or material data analysis activities, and e ) in which, at the time the gene expression information is generated, such gene expression information is generated primarily for use by [COMPANY] for the October 17,1997 ( 5:38PM ) AfiYmetr ixIRoche A\AGREEMTWPD 5 purpose of researching, developing and/or commercializing particular molecules, classes of molecules, or therapeutic areas . [COMPANY] will not enter into arrangements with third parties whereby such third party is, in effect, given broad access to i ) the Probe Arrays or, ii ) data resulting from use of the Probe Arrays . By way of example, [COMPANY] Collaborations shall not include business relationships based, in significant part, on a contract in which [COMPANY] provides contract services for a third party involving use of the Probe Arrays on a fee - for - service or similar basis . [COMPANY] Collaborations shall not provide for the access of the Probe Arrays to a company that engages in a bona fide business in the sale of probe array based assays or services . A [COMPANY] Collaboration shall include work with academic investigators provided that : 2.13.1 [ [COMPANY] agrees not to transfer the Probe Arrays to the academic investigator or to otherwise permit the academic investigator to use the Probe Arrays except as part of a visiting scientist arrangement whereby an academic investigator works at, and under, the direction of [COMPANY], provided that [COMPANY] may transfer Probe Arrays to an academic investigator for sample preparation and hybridization to Probe Arrays, provided that substantive data acquisition and analysis are performed at [COMPANY] . In addition, [COMPANY] may transfer Probe Arrays to academic investigators that then have in effect an agreement under which such academic investigators can obtain Probe Arrays under similar terms as those herein ; and ] 2.13.2 [ [COMPANY] retains full or joint ownership of, or exclusive rights to, the gene expression information such that the academic may not further license or distribute broadly significant quantities of gene expression information ( For example, data supporting functional characterization of a previously uncharacterized EST, could be published in a scientific journal article . ) ; and ] 2.13.3 [ the academic institution agrees not to sell or license the gene expression information . ] 2.14 shall mean Probe Arrays that are generally made available to third parties based on a single mask set design for use in expression monitoring experiments which are sold at standard catalog prices or which are broadly available to any third party that is willing to pay to AFFX fixed fees set by AFFX . shall include genotyping probe arrays and resequencing probe arrays then made available by AFFX generally to third parties in its standard price list . .,, ' 2.15 shall mean fluidics station(s ), work station(s ), probe array reader(s ), and associated software, such software licensed to [COMPANY], and such fluidics station(s ) and probe array reader ( s ) sold to [COMPANY]