10-K










Exhibit 10.50a  



Certain confidential information
contained in this document, marked by brackets and the word “Redacted”
([REDACTED]), has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934,
as amended. 



December 22, 2004 



Dennis A. Rossi 
Senior Vice President, General Manager, Genomics 
Gene Logic Inc.

610 Professional Drive 

Gaithersburg, MD 20879 





	  	Re:  	Letter
Agreement ("Letter Agreement") amending the terms of the Amended and Restated Agreement
entered into by and between Gene Logic Inc. ("Gene Logic") and Affymetrix, Inc.
("Affymetrix") effective January 1, 2002, as amended ("Agreement") 






Dear Mr. Rossi: 



By entering into this Letter
Agreement, Gene Logic and Affymetrix hereby agree to amend the Agreement as follows: 



	1. 	  Revise
section 2.29 to read: 






	 	
2.29
“Temporary Period” shall mean the period commencing on July 1, 2003 and
continuing through December 31, 2005.  






	2.  	The
Price List attached as Exhibit I-1 to the amendment dated September 23,
               2003, as amended by the letter dated April 4, 2004, shall continue to
apply to                orders placed during the remaining portion of the Temporary
Period. For                convenience, a copy of such Price List is attached hereto as
Exhibit A. 






	3.  	After
Section 5.1, insert new sections 5.1.1 through 5.1.4 as follows: 






	  	5.1.1.       
 Notwithstanding
Section 5.1 above and in lieu of the annual payment of                     $4,000,000 for
2005 otherwise required thereby, during the period commencing on
                    January 1, 2005, and continuing through December 31, 2005, Gene Logic
shall pay                     to Affymetrix a fee of $500,000, payable in $125,000
increments due at the end                     of each calendar quarter during such
period.  






	  	5.1.2.       
Gene
Logic agrees to purchase the following products at the following prices,
                    to be shipped to the address set forth above by Affymetrix on or
before December                     31, 2004. Such purchase shall not count toward Gene
Logic’s 2005 purchase                     commitment described in Section 5.1.3
below.  


















	Description	Quantity	Unit price*	Subtotal**
	Human Genome U133 2.0 Plus array	[REDACTED]	$[REDACTED]/array	$[REDACTED]
	IVT kits	[REDACTED]	$[REDACTED]/kit	$[REDACTED]
	Rat Genome 230 2.0 arrays 	[REDACTED]	$[REDACTED]/array	$[REDACTED]
	TOTAL PRICE**: $500,080







	 	
*Theseprices
do not include use for Services or Tox Services; if such products are intended for use,
or are used, for Services or Tox Services, the pricing in Exhibit I-1 (as amended) shall
apply instead.  







	 	
**Excludes
freight and handling. 






Page 1 of 4












	  	5.1.3.       
                     Gene
Logic agrees to purchase $9,500,000 worth of Probe Arrays, reagents,
                    services under maintenance and service agreements and/or
instrumentation during                     the period commencing on January 1, 2005, and
continuing through December 31,                     2005, to be shipped (or in the case
of services to be provided) by Affymetrix on                     or before December 31,
2005. Probe Arrays purchased for database                     upgrades/re-runs and priced
at the volume discount upgrade\re-run pricing                     attached hereto as
Exhibit B shall count toward such purchase commitment. If                     Gene Logic
fails to purchase such amount of such products by December 31, 2005
                    (for shipment within 2005), then Gene Logic shall pay upon receipt of
                    Affymetrix’ invoice the difference between $9,500,000 and the
amount of                     such purchases actually made by Gene Logic in 2005.  






	  	5.1.4.       
                  Gene
Logic agrees to purchase one GeneChip Array Station for $[REDACTED]and one
                    GeneChipHT array scanner for $[REDACTED] (such prices exclude freight
and                     handling) during the period commencing on January 1, 2005, and
continuing                     through December 31, 2005, for shipment by Affymetrix on
or before December 31,                     2005. Such purchases shall count toward Gene
Logic’s 2005 purchase                     commitment described in Section 5.1.3
above.  






Unless otherwise modified herein, all
capitalized terms used in this letter shall have the meaning ascribed to them in the
Agreement. All other aspects of the Agreement remain unchanged and in full force and
effect. 



AGREED AND ACKNOWLEDGED:



	Affymetrix, Inc.



BY: /S/ Barbara A Caulfield
——————————————


Name: Barbara A. Caulfield

Title: Executive Vice President and General Counsel


Date: December 22, 2004	Gene Logic Inc.



BY: /S/ Dennis A. Rossi
——————————————


Name: Dennis Ross

Title: Senior Vice President and General
           Manager, Genomics Business Unit

Date: December 22, 2004







Page 2 of 4











Exhibit A  

Temporary Period Price List  

Standard Probe Arrays 

Per array pricing in US Dollars 




	 	 	A	B
	Part Number	Array Name	Standard
Pricing	Service Provider 
Supplemental Charge  
	Human Array	 	 	 
	900466,900467
900470	Human Genome U133 2.0 Plus	[REDACTED]	[REDACTED]
	900468, 900469
900471	Human Genome U133A 2.0	[REDACTED]	[REDACTED]
	900366, 900367, 900368,
900369, 900370, 900444 
510681, 510682	Human Genome U133A or U133B
array	[REDACTED]	[REDACTED]
	900303, 900304	Human GenomeU95Av2 Array	[REDACTED]	[REDACTED]
	900376, 900377	Human Genome Focus Array	[REDACTED]	[REDACTED]
	 	 	 	 
	Rat Array	 	 	 
	900505, 900506, 900507	Rat Genome 230 2.0	[REDACTED]	[REDACTED]
	900404, 900405, 900406,
900407, 900408, 900442 	Rat Expression Array 230A 
or 230B	[REDACTED]	[REDACTED]
	900249, 900286
510338	Rat Genome U34A Array	[REDACTED]	[REDACTED]
	900250, 900251, 900287, 900288
510339, 510340	Rat Genome U34B or U34C
Array	[REDACTED]	[REDACTED]
	 	 	 	 
	Mouse Array	 	 	 
	900495, 900496 
900497	Mouse Genome 430 2.0	[REDACTED]	[REDACTED]
	900498, 900499
900500 	Mouse Genome 430A 2.0	[REDACTED]	[REDACTED]
	900412, 900413, 900414,
900415, 900416, 900443 	Mouse Expression Array 430A
or 430B 	[REDACTED]	[REDACTED]
	900343, 900344
510568	Murine Genome U74Av2 Array	[REDACTED]	[REDACTED]
	900357, 900358, 900359, 900360
510570, 510571	Murine Genome U74Bv2 or U74Cv2 Array 	[REDACTED]	[REDACTED]
	 	 	 	 
	900489, 900490	Canine	[REDACTED]	[REDACTED]
	 	 	 	 
	520049	Human X3P	[REDACTED]	[REDACTED]
	 	 	 	 
	900487, 900488	Zebrafish	[REDACTED]	[REDACTED]
	 	 	 	 
	900491, 900492	Xenopus	[REDACTED]	[REDACTED]
	 	 	 	 
	Customexpress Array	 	 	 
	510685	Canine Array	[REDACTED]	[REDACTED]







Page 3 of 4










Exhibit B 
Database upgrade/re-run pricing 







	 	New Samples	Database Upgrade/Rerun
	 	Std	Volume Based (Committed)
	2005 Proposed Pricing	 	10,000	 15,000	20,000
	Cartridge Arrays	 	 	 	 
	Human Genome U133 2.0 Plus	$[REDACTED]	$[REDACTED]	$[REDACTED]	$[REDACTED]
	Rat Genome 230 2.0	$[REDACTED]	$[REDACTED]	$[REDACTED]	$[REDACTED]
	Mouse Genome 430 2.0	$[REDACTED]	$[REDACTED]	$[REDACTED]	$[REDACTED]
	HTA Peg Arrays	 	 	 	 
	Total Peg Arrays and Reagents (Price Per Well)	$[REDACTED]	$[REDACTED]	$[REDACTED]	$[REDACTED]








For accounting purposes, Gene Logic
needs to notify Affymetrix by January 15, 2005, which volume bracket Gene Logic is
committing to for database upgrade/re-runs for 2005. Gene Logic shall indicate on its
purchase orders which Probe Arrays will be used for database upgrades/re-runs. 




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