Unassociated Document


    
      		 	
              Quotation

            
	
              North
                American 

              Sales
                and Service 

              850
                Lincoln Centre Drive 

              Foster
                City, CA 94404 U.S.A. 

              (800)874-9868;
                F(650)638-5875

            	 	
              PAGE
                1 of 6

            


    

     

    
      	
              To:
                

            	
              Mr
                Dennis Salonga 

              Response
                Genetics 

              1640
                Marengo St 

              LOS
                ANGELES CA 90033

            	
              Quote
                No.:

              Quote
                Valid To: 

              Quote
                Date: 

              Pay
                Terms: 

              Freight
                Terms:

            	
              20325319

              03/01/2006
                

              12/29/2005
                

              Net
                30 Days 

              FOB
                FACTORY - FRT PPD & ADD

            


    

     

    
      	
              Telephone
                No.

              Fax
                No.

              Reference

            	
              323-224-3900-X16

               

              dsalonga@responsegenetics.com

            	
              Please
                reference Quote No.

              when
                placing your orders.

            


    

     

    
      
        	
                Item

              	 	
                Part
                  Number

              	 	
                Description

              	 	
                QTY

              	 	
                Unit
                  List Price

              	 	
                Unit
                  Net Price

              	 	
                Total
                  Extended Price

              
	
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    This
      quotation, including Applied Biosystems’ General Terms and Conditions of Sate
      furnished with this quotation (and, if operating software is included, Applied
      Biosystems’ End User Software License Agreement for Instrument Operating and
      Associate Bundled Software) set forth the terms on which Applied Biosystems
      is
      offering to sell the produces) listed and are an integral part of any contract
      between Applied Biosystems and the customer named above. Applied Biosystems’ End
      User Software License Agreement can be found on Applied Biosystems website,
      at:
      http://www.applledbiosystems.com/Iegal. By Issuing a purchase order or otherwise
      ordering the product(s), the customer expressly agrees to these General Terms
      and Conditions of Sale (and End User Software License Agreement, If applicable)
      to the exclusion of all others not expressly agreed to In writing by an
      authorized representative of Applied Biosystems. If you have any questions,
      please call Applied Biosystems’ Customer Account Services at 800-874-9868.


     

    Stenographical/clerical
      errors are subject to correction. Most recent quotation date will supersede
      all
      prior quotations. All amounts are in USD.

     

    Sales
      Representative: Mimi Chen 

    Prepared
      by: Peter

     

    ACCEPTANCE
      OF THIS QUOTATION IS LIMITED TO THE ATTACHED TERMS

     

    
      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      		 	
              Quotation

            
	
              North
                American 

              Sales
                and Service 

              850
                Lincoln Centre Drive 

              Foster
                City, CA 94404 U.S.A. 

              (800)874-9868;
                F(650)638-5875

            	 	
              PAGE
                2 of 6

            


    

    


    
      	
              To:
                

            	
              Mr
                Dennis Salonga 

              Response
                Genetics 

            	
              Quote
                No.:

              Quote
                Valid To: 

              Quote
                Date: 

            	
              20325319

              03/01/2006
                

              12/29/2005

            
	 	 	 
	 	 	
              
                Please
                  reference Quote No. 
when
                  placing your orders.

              

            


    

     

    
      
        	
                Item

              	 	
                Part
                  Number

              	 	
                Description

              	 	
                QTY

              	 	
                Unit
                  List Price

              	 	
                Unit
                  Net Price

              	 	
                Total
                  Extended Price

              
	 	 	 	 	
                To
                  receive the pricing shown above please reference this quotation
                  number
                  when placing your order. Thank you!

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Applied
                  Biosystems will offer an additional discount if the above item
                  is placed
                  on a “Standing Order”. A “Standing Order” delivery schedule must be
                  provided when placing your order. For best service, please send
                  your
                  purchase order and delivery schedule to fax number 650-638-5998
                  and
                  reference the quotation number shown above.

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Standing
                  Order Discount Schedule:

              	 	 	 	 	 	 	 	 
	 	 	 	 	
                
                  [***]

                

              	
                 

              	
              	 	 	 	 	 	 	 	 


      

       

    

    
      
        	
                ABI
                  Standing Order Schedule 2005 - 2006

              	 	
                Quote
                  # 20325319

              	 	
                P/O#

              
	
                Part
                  #

              	 	
                Description

              	 	
                Total
                  Qty

              	 	
                 List

              	 	
                RPP
                  Disc

              	 	 	
                Disc
                  Price

              	 	
                SO
                  Disc

              	 	 	
                 Final
                  Price

              	 	 	
                 Total
                  Costs

              
	
                
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                Total

              	 	 	$	
                
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                  Savings
                  from List Price

              	 	
                
                  [***]

                

              	% 	 	$	
                
                  [***]

                

              


      

    

     

    


    
      	
              Delivery
                Schedule:

            	 	
              QUANTITY

            	 	 
	
              Shipment
                Dates

            	 	
              Delivery
                Status

            	 	
              #4304441

            	 	
              #4309849

            	 	
              #4311971

            	 	
              #4305932

            	 	
              Shipment
                Date Amendments

            
	
              
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              total

            	 	
              
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      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

       

      PAGE
        3 of
        6

       

      APPLIED
        BIOSYSTEMS 
GENERAL TERMS AND CONDITIONS OF SALE

       

      These
        Terms and Conditions of Sale (“Terms”) shall govern all orders for and purchases
        of products and services from Applied Biosystems (“AB”), unless other terms are
        specifically designated by AB to apply to a specific product or service (See
        SOLE TERMS, INCONSISTENCIES, ORDER OF PRECEDENCE, below).

       

      1.  PRICE
        The
        price for any product or service (hereinafter “Product”) shall be the price
        stated in AB’s Quotation for Product (“AB’s Quotation”). AB’s Quotations are
        valid for 30 days unless otherwise stated in AB’s Quotation. If the price is
        stated by reference to a published price list, then the price shall be the
        published price in effect at the time AB receives buyer’s purchase order. Prices
        stated are exclusive of all taxes, fees, licenses, duties or levies (“Taxes”)
        and, unless otherwise stated in AB’s Quotation, transportation charges, freight
        and Insurance. All Taxes related to Product shall be paid by buyer (other
        than
        taxes assessed against AB’s net income), or in lieu thereof, buyer shall provide
        a tax exemption certificate acceptable to the relevant taxing authorities.
        Taxes
        and other charges payable by buyer may be billed as separate items on AB’s
        invoice.

       

      2.  PAYMENT
        TERMS; COLLECTION COSTS; SECURITY TERMS. Payment terms are net 30 days from
        date
        of AB’s invoice to buyer. If AB deems a customer to have become uncreditworthy,
        AB reserves the right to require alternative payment terms, including without
        limitation sight draft, letter of credit, or payment in advance. Payment
        for
        partial shipments shall be based on unit or prorated prices, and payment
        for
        partial installation(s) shall be based on percentage of completion of
        installation. If payment is not received by the due date, AB may assess and
        buyer agrees to pay a late payment charge at the rate of 1 % per month (12%
        per
        year) or the maximum legal rate, whichever is less, of the amount due from
        the
        due date to the date of payment. If AB retains a collection agency and/or
        attorney to collect unpaid amounts, AB may invoice buyer for, and buyer will
        pay, all costs of collection, including without limitation reasonable attorneys
        fees. Buyer hereby grants to AB and AB reserves a purchase money security
        Interest In Product purchased hereunder, and in any proceeds thereof, for
        all
        amounts owing to AB for or related to such Product. Upon request by AB, buyer
        shall sign any reasonable documents required for AB to perfect such security
        interest, Payment in full of all amounts owed for and related to such Product
        shall release the security Interest on the Product.

       

      3.  CREDIT
        TERMS. AB may, at any time and in its sole discretion, limit or cancel the
        credit of buyer as to time and amount, suspend shipments, demand payment
        in cash
        before delivery of Product, or demand other assurances of buyer’s performance.
        If within 30 days buyer fails to agree and comply with the different terms
        of
        payment demanded, or fails to give adequate assurances of performance, AB
        may,
        without prejudice to any other right or remedy AB may have: (1) by notice
        to
        buyer, treat such failure or refusal as a repudiation by buyer of that portion
        of buyer’s order not then fully performed, whereupon AB may cancel all further
        deliveries, and any amounts unpaid for non-cancelled Product shall immediately
        become due and payable; or (2) make shipments under reservation of a security
        Interest and demand payment against tender of title documents.

       

      4.  DELIVERY;
        TITLE AND RISK OF LOSS. AB will use reasonable efforts to ship Product within
        a
        reasonable time after ordered, or, if a shipment date is Indicated in AB’s
        Quotation or otherwise agreed upon in writing by an authorized representative
        of
        AB, on or before such date. AB may make delivery In Installments, and each
        Installment shall be deemed to be a separate sale. AB may render a separate
        invoice for each installment, which Invoice shall be paid without regard
        to
        prior or subsequent installments. Unless indicated otherwise in AB’s Quotation,
        title and risk of loss with respect to all Products except Software, and
        risk of
        loss with respect to Software, shall pass from AB to buyer upon delivery.
        Delivery shall be deemed made upon transfer of possession to a common or
        other
        third party carrier at AB’s facility.

       

      5.  CANCELLATION
        AND DEFERRAL. A PURCHASE ORDER IS NOT SUBJECT TO CANCELLATION BY BUYER. However,
        unless otherwise stated in AB’s quotation, buyer may defer the shipment date one
        time for up to 60 days for instruments and other hardware, and 30 days for
        reagents, consumables and other tangible products, by giving written notice
        to
        AB at least 30 days before the scheduled shipment date for instruments and
        other
        hardware, and at feast 10 days before the scheduled shipment date for other
        products.

       

      6.  REJECTION.
        Any claims for damaged, missing or defective Product must be reported in
        writing
        by buyer within 15 days from the date of receipt of Product. In addition,
        buyer
        must promptly return a rejected Product to AB, C.O.D., accompanied by a valid
        return authorization number obtained from AB, AB may refuse any Product not
        timely rejected or sought to be returned without a valid return authorization
        number. For any valid claim timely made, AB, at its option, may repair Product
        or replace Product with an Identical or substantially similar product. THESE
        ARE
        BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR DAMAGED OR MISSING PRODUCT, AND, EXCEPT
        FOR EXPRESS WARRANTY RIGHTS, FOR DEFECTIVE PRODUCT.

       

      7.  LIMITED
        WARRANTY. AB makes only those warranties with respect to Product expressly
        identified as “warranties” and set forth in AB’s current operating manual or
        catalog, or In a specific written warranty included with and covering Product,
        if any. ANY PRODUCT NOT COVERED BY A WRITTEN WARRANTY IS SOLD “AS IS”. If buyer
        furnishes specifications to AB, buyer agrees to defend, indemnify and hold
        AB
        harmless against any claim that arises out of AB’s compliance with such
        specifications. Any description of Product recited in AB’s Quotation is for the
        sole purpose of identifying Product, and any such description is not part
        of any
        contract between AB and buyer and does not constitute a warranty that Product
        shall conform to that description. Any sample or model used in connection
        with
        AB’s Quotation is for illustrative purposes only, and is not part of any
        contract between AB and buyer and does not constitute a warranty that Product
        will conform to the sample or model. No affirmation of fact or promise made
        by
        AB, whether or not in AB’s Quotation, shall constitute a warranty that Product
        will conform to the affirmation or promise. THE WARRANTIES IDENTIFIED IN
        THE
        FIRST SENTENCE OF THIS PARAGRAPH ARE AB’S SOLE AND EXCLUSIVE WARRANTIES WITH
        RESPECT TO PRODUCT AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
        IMPLIED, ALL OF WHICH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING
        WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
        WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING
        OR USAGE OF TRADE.

       

      8.  INTELLECTUAL
        PROPERTY INDEMNITY. Subject to the restrictions set forth in this Article
        and
        provided buyer complies with its obligations in this Article, AB agrees to
        defend buyer, and Indemnify buyer from and against any infringement damages
        finally awarded, in any legal action or proceeding brought by a third party
        against buyer to the extent that such action is based on a claim that the
        manufacture and sale of, Product by AB Infringes any United States or foreign
        patent, copyright, trademark or other intellectual property right of such
        third
        party.

       

      Buyer’s
        Obligations. Buyer must notify AB in writing of any claim for which it may
        seek
        defense and Indemnity from AB hereunder promptly after becoming aware of
        such
        claim, and shall cooperate with and provide all reasonable assistance to
        AB, at
        AB’s expense, in the defense or settlement of such claim. AB shall have sole
        authority to defend and/or settle any claim under this Article.

       

      Remedy
        for Infringement, Rights of AB, Exceptions. 1f any Product or any portion
        thereof is subject to a suit or other legal proceeding claiming that the
        Product
        infringes a third party’s intellectual property right, or in AB’s opinion Is
        (are) likely to become subject of such a claim AB shall, at Its option, have
        the
        right to either: (a) procure for buyer the right to continue using the Product;
        or (b) replace or modify the Product so that it becomes non-infringing; or
        (c)
        require buyer to return the Product and upon return, refund to buyer the
        price
        actually paid by buyer for the Product, less a reasonable amount for use,
        damage
        or obsolescence; or (d) substitute for the infringing Product other suitable,
        non-Infringing products,. AB shall have no liability or obligation hereunder
        for
        any infringement based upon: (i) the use of Product in combination with any
        product not provided by AB or intended for use with Product, or based upon
        any
        modification to Product made by buyer or a third party, if such claim would
        not
        have occurred but for such combination or modification; or (ii) any
        modification, marking or branding applied to Product by AB at the request
        of the
        buyer.

       

      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 406 of the Securities Act.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PAGE
        4 of
        6

       

      THE
        FOREGOING STATES THE ENTIRE LIABILITY OF AB, AND THE EXCLUSIVE REMEDY OF
        BUYER,
        FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF PATENT, COPYRIGHT, TRADE
        SECRET
        OR ANY OTHER INTELLECTUAL PROPERTY RIGHT BY PRODUCT OR ANY PART THEREOF OR
        USE
        THEREOF.

       

      9.       
         COMPLIANCE
        WITH LAWS, VALIDATION. Without limiting the generality of the paragraph above
        entitled “LIMITED WARRANTY,” unless otherwise expressly stated in writing by AB,
        no claim or representation is made or intended (I) as to any clinical use
        of any
        Product (whether diagnostic, prognostic, therapeutic, blood banking or any
        other
        clinical use), (II) that any Product has been cleared, approved, registered
        or
        otherwise qualified (collectively, “Approval”) by AB with any regulatory agency
        for use in any clinical procedure or for other use requiring compliance with
        any
        federal, state, European or any other governmental agency or regulatory body
        regulating diagnostic, therapeutic, blood or other clinical products, medical
        devices or similar products (collectively, “Regulatory Laws”), (iii) that any
        Product will satisfy the requirements of any governmental body or other
        organization, including, but not limited to, the United States Food and Drug
        Administration or the International Organization for Standardization, or
        (iv)
        that any Product or its performance is suitable or has been validated for
        any
        specific use or application. Products should not be used for any purpose
        that
        would require Approval unless proper Approval is obtained, or, in the case
        of
        use in diagnostic laboratory systems and then only to the extent permitted
        by
        law, the laboratory has validated its complete system as required by the
        Clinical Laboratory Improvements Act of 1988, as amended, in the United States
        or equivalents in other countries. Buyer agrees that if it elects to use
        Products for a purpose that would subject buyer, its customers, or any Products
        to the jurisdiction of Regulatory Laws or other applicable law, buyer shall
        be
        solely responsible for obtaining any required Approvals or other approvals
        and
        otherwise ensuring that its use of any Products complies with such laws.
        Buyer
        agrees that it is the buyer’s responsibility, and not AB’s, to validate the
        performance of Products for any specific use or application and to ensure
        that
        Products meet applicable regulatory, certification, validation or its other
        requirements, since the use and performance characteristics of Products have
        not
        been validated by AB for any specific use or application, except as may be
        otherwise expressly set forth by AB in writing. Products should be used in
        strict accordance with applicable instructions, warnings and other information
        in user manuals and other Product documentation.

       

      10.
          FORCE
        MAJEURE. AB shall not be liable for any delay or failure of performance,
        including without limitation failure to deliver or failure to install, where
        such delay or failure arises or results from any cause beyond AB’s control,
        including, but not limited to, flood, unusually severe weather, earthquake
        or
        other act of God, power loss, strike, boycott, or other labor disputes, embargo,
        governmental regulation or an inability or delay In obtaining materials.
        In the
        event of any such delay or failure of performance, AB shall have such additional
        time within which to perform its obligations hereunder as may be reasonably
        necessary under the circumstances; and AB shall also have the right, to the
        extent necessary in AB’s reasonable judgment, to apportion Product then
        available for delivery fairly among its various customers in such manner
        as AB
        may consider equitable.

       

      11.  LIMITATION
        OF LIABILITY. IN NO EVENT SHALL AB BE LIABLE, WHETHER IN CONTRACT, TORT,
        WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR SPECIAL, INCIDENTAL,
        INDIRECT, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER
        OR ANY
        OTHER PERSON OR ENTITY ARISING OUT OF AB’S PERFORMANCE OR FAILURE TO PERFORM ITS
        OBLIGATIONS RELATING TO THE PURCHASE OF PRODUCTS OR PERFORMANCE OF SERVICES,
        THE
        POSSESSION OR USE OF ANY PRODUCT, OR THE PERFORMANCE BY AB OF ANY SERVICES,
        WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT AB IS ADVISED OF THE POSSIBILITY
        OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED
        TO
        LOSS OF USE, LOSS OF DATA, DOWNTIME, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL,
        OR BUSINESS OR OTHER FINANCIAL LOSS.

       

      12.  SOLE
        TERMS; INCONSISTENCIES; ORDER OF PRECEDENCE. These Terms, together with
        AB’s Quotation, any applicable label license or other written conditions of
        use
        and any other terms and conditions expressly agreed to in writing by an
        authorized representative of AB “(collectively, “AB’s Terms”), constitute the
        complete, exclusive and entire agreement between AB and buyer with respect
        to
        purchases of Product (unless other terms and conditions are expressly designated
        to be applicable by AB in writing), and AB’s offer to sell is expressly limited
        to such terms. Such terms shall take precedence over and supercede and replace
        all prior or contemporaneous understandings or agreements, written or oral,
        and
        any of buyer’s additional or different terms and conditions, which are hereby
        rejected and shall be void. Buyers submission of a purchase order or other
        instrument regarding the purchase of Product in response to AB’s Quotation or
        any other AB document that includes or incorporates these Terms shall be
        deemed
        acceptance of these Terms to the exclusion of any other terms and conditions
        appearing in or referenced in such purchase order or other instrument, which
        are
        hereby deemed to be material alterations and notice of objection to which
        is
        hereby given, notwithstanding anything contained to the contrary in such
        purchase order or other instrument or elsewhere. Any acceptance by AB of
        any
        offer of buyer Is expressly conditioned on buyer’s assent to and acceptance of
        AB’s Terms to the extent they are additional or different terms. Except as
        otherwise provided in these Terms, in the event of an inconsistency between
        these Terms and the terms appearing on AB’s Quotation or other agreement signed
        by an authorized representative of AB, the terms appearing on AB’s Quotation or
        such other agreement shall supersede and take precedence over the inconsistent
        provision(s) of these Terms, and all other provisions of these Terms shall
        remain in full force and effect. Nothing in these Terms shall be deemed or
        construed to limit AB’s rights to enforce its patent or other intellectual
        property rights, including without limitation as to any use of Product beyond
        that granted under any patent or other intellectual property label license
        applicable to Products.

       

      13.  CHOICE
        OF LAW. Any contract between AB and buyer relating to Product,
        including these Terms, and any disputes relating thereto, shall be governed
        by
        and construed in accordance with the laws of the State of California, U.S.A.,
        excluding both its choice of law provisions and the UN Convention on Contracts
        for the International Sale of Goods.

       

      14.  EXPORT
        CONTROLS. Buyer agrees that It will not export or transfer Product for
        re-export in violation of any United States laws or regulations, or to any
        denied or prohibited person, entity, or embargoed country in violation of
        such
        laws or regulations.

       

      15.  MISCELLANEOUS.
        No amendment of AB’s Quotation or these Terms or modification thereof shall be
        binding unless in writing and signed by a duly authorized representative
        of both
        AB and buyer. AB’s failure to exercise any rights hereunder shall not constitute
        or be deemed a waiver or forfeiture of such rights or any other rights
        hereunder. Headings are included herein for convenience of reference only
        and
        shall not constitute a part of these Terms for any other purpose. If any
        provision of AB’s Terms shall be held to be invalid or unenforceable for any
        reason, such provisions shall, to the extent of such invalidity or
        enforceability, be severed without in any way affecting the remainder of
        such
        provision or any other provision thereof, all of which shall continue in
        full
        force and effect.

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PAGE
        5 of
        6

       

      ADDITIONAL
        TERMS AND CONDITIONS OF SALE FOR OLIGONUCLEOTIDE PRODUCTS, 

      INCLUDING
        SPECIAL TERMS TO PROTECT CUSTOMER CONFIDENTIAL INFORMATION

       

      THESE
        ADDITIONAL TERMS AND CONDITIONS FOR OLIGONUCLEOTIDE PRODUCTS, AS WELL AS
        ALL OF
        THE GENERAL TERMS AND CONDITIONS OF SALE SET FORTH ABOVE, APPLY TO THE PURCHASE
        OF ALL APPLIED BIOSYSTEMS OLIGONUCLEOTIDE PRODUCTS, INCLUDING ASSAYS BY
        DESIGN(SM), ASSAYS ON DEMAND(TM) AND CUSTOM OLIGONUCLEOTIDE
        PRODUCTS.

       

      Using
        proprietary technology, AB designs and manufactures for sale, whether to
        order,
        using customer specifications or as off the shelf inventory generally available
        to customers, a variety of oligonucleotide products including custom
        oligonucleotide sequences of both unlabeled/fluorescent-labeled primer pair
        sets
        and dual-labeled fluorescent probe/unlabeled primer pair combinations, for
        use
        in various genetic and related analytic assays, such as 5 nuclease detection
        assays.

       

      AB’s
        oligonucleotide products are sold for research use only. All purchases of
        AB’s
        oligonucleotide products are subject to all of the terms and conditions of
        these
        General Terms and Conditions of Sale, including these Additional Terms and
        Conditions of Sale for Oligonucleotide Products.

       

      16.     
         DEFINITIONS

       

      The
        following definitions apply to these Additional Terms and Conditions of Sale
        for
        Oligonucleotide Products.

       

      Assays-by-Design
        Kit
        means a
        5’ nuclease detection assay kit that is either: (a) an Assays-by-Design(SM)
        Single Nucleotide Polymorphism (SNP) Genotyping Service kit comprising two
        (2)
        Minor Groove Binder (MGB) probes and two (2) primers, or (b) an Assays-by-Design
        Gene Expression Service kit comprising one (1) MGB probe, or other dual labeled
        fluorescent probe, and two (2) primers. MGB probes are made available through
        exclusive license to Applied Biosystems from Epoch BioSciences,
        Inc.

       

      Assays-by-Design
        Sequence
        means
        the specifically targeted region of a genome specified by buyer for
        amplification by the AB primers and probes in an Assays-by-Design
        Kit.

       

      Assays-On-Demand
        Kit
        means
        any of a large selection of Assays-on-Demand(TM) SNP Genotyping Products
        and/or
        Assays-on-Demand Gene Expression products containing primer and probe
        oligonucleotides that are available off-the-shelf for purchase from
        AB.

       

      Confidential
        Information of Buyer
        means
        the “Assays-By-Design Sequences” and the “Custom Oligo Sequences” (as these
        terms are defined below) furnished by buyer to AB under this Agreement, and
        the
        facts that buyer placed orders for such sequences and that buyer ordered
        oligonucleotide products from AB containing such sequences.

       

      Custom
        Kit means,
        collectively or individually as the context indicates, (a) an Assays-By-Design
        Kit, or (b) a Custom Oligo Synthesis Kit.

       

      Custom
        Oligo Sequence
        means
        the specific oligonucleotide sequence that is to be manufactured by AB, and
        related information supplied by buyer to AB, in connection with a Custom
        Oligo
        Synthesis Kit order.

       

      Custom
        Oligo Synthesis Kit
        means an
        assay kit manufactured by AB and containing one or more fluorescent labeled
        (single or multiple labels) and/or unlabelled oligonucleotides, with the
        nucleotide arrangements thereof specified by buyer in an order (the “Custom
        Oligo Sequence,” as defined herein).

       

      Kit
        means
        collectively or separately, as the context requires, (a) an Assays-By-Design
        Kit, (b) a Custom Oligo Synthesis Kit and/or, (c) an Assays-On-Demand
Kit.

       

      Synthesis
        means
        the design (where applicable) and manufacture by AB of Custom Kits for delivery
        to buyer pursuant to this Agreement.

       

      17.     
         KITS

       

      Shipment
        of Kits.
        AB will
        use reasonable commercial efforts to ship Kits ordered by buyer from AB in
        a
        timely manner Assays-On-Demand Kits, if in stock at the time of the order,
        are
        generally available for shipment within two business days of receipt by AB
        of
        the order. Assays-by-Design Kits and Custom Oligo Synthesis Kits are the
        product
        of AB’s research, design and manufacturing efforts and are made available for
        shipment promptly following completion of Synthesis. Buyer understands and
        agrees that any proffered shipment/delivery date for Kits other than in-stock
        Assays-On-Demand Kits is approximate only and buyer has taken this into account
        when placing each order.

       

      AB’s
        Evaluation of Custom Kit Orders
        AB may
        decline the Synthesis, at any stage of the Synthesis process, of any Custom
        Kit
        ordered by buyer that AB, in it’s reasonable good faith judgment, deems to be
        unsuitable or commercially Impractical for Synthesis, whether on technological
        or other grounds. AB will give written notice to buyer within a reasonable
        time
        following its determination to decline Synthesis of a Custom Kit. Buyer shall
        have no obligation to pay any fees for time and materials, or for any other
        expenses incurred by AB, in connection with any declined Custom Kit. All
        Custom
        Kit orders not declined by AB will be synthesized, must be paid for by buyer,
        and may not be cancelled or changed by buyer without the express written
        permission of AB. Buyer understands and agrees that buyer’s obligation to pay
        fees for all Custom Kits’ that AB proceeds to Synthesize is firm and
        Irrevocable, regardless of the number of Custom Kits declined for Synthesis
        in a
        given order. Accordingly, each purchase order for Custom Kits must be for
        the
        total amount charged for all Custom Kits ordered. The amount corresponding
        to
        the charges applicable to declined Synthesis will be reflected in AB’s invoice
        for the order.

       

      Primer
        and Probe Quantities in Customs Kits
        The
        quantities of unlabelled oligonucleotides, fluorescent-labeled oligonucleotides
        and/or MGB probes Included in Kits are as set forth in AB’s current general
        product list or price list as published from time to time. If a particular
        Kit
        is not listed in an AB current product list or price list, buyer may contact
        AB
        for such information.

       

      Label
        License Kit Lise Provisions
        Buyer
        understands and agrees that its use of each Kit is further regulated by and
        subject to the terms stated on the individual label license that accompanies
        each Kit, copies of which label licenses are available from AB. The placing
        by
        buyer of any Kit order is deemed an agreement by buyer to the terms and
        conditions of the label license applicable to each Kit and buyer hereby
        acknowledges having had ample opportunity to review the pertinent label licenses
        in advance of placing buyer’s order.

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PAGE
        6 of
        6

       

      18.     
         APPLIED
        BIOSYSTEMS’ REPRESENTATIONS, WARRANTIES AND LIMITATIONS OF
        LIABILITY

       

      With
        regard to oligonucleotide products provided by AB under this Agreement, AB
        warrants that it will make commercially reasonable efforts and employ standards
        that are at least consistent with those practiced by the chemical manufacturing
        industry to produce Synthesis results that are scientifically accurate and
        valid
        according to the prevailing standards at the time and place of manufacture
        in
        the biotechnology Industry, subject to the quality, timeliness and accuracy
        of
        all Information, whether Confidential Information or otherwise, and material
        that buyer furnishes to AB for purposes of executing the Synthesis.

       

      EXCLUSIONS
        FROM WARRANTY. AB DOES NOT REPRESENT OR WARRANT THAT ANY KITS OR OTHER PRODUCTS
        SUPPLIED BY APPLIED BIOSYSTEMS WILL AMPLIFY THE TARGET SEQUENCES, INCLUDING
        WITHOUT LIMITATION ANY ASSAYS-BY-DESIGN SEQUENCES SPECIFIED BY BUYER. IN
        ADDITION, AB DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
        WARRANTY WITH RESPECT TO KITS OR OTHER PRODUCTS SUPPLIED BY APPLIED BIOSYSTEMS,
        INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
        A
        PARTICULAR PURPOSE WITHOUT LIMITATION OF THE FOREGOING, BUYER AGREES THAT
        AB
        SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENCES ARISING FROM THE FAILURE OF
        KITS
        TO AMPLIFY ANY SEQUENCES OR THE FAILURE TO BE ACCURATE OR CORRECT OF ANY
        DATA,
        SPECIFICATIONS, OR OTHER MATERIALS OR INFORMATION, INCLUDING WITHOUT LIMITATION
        BUYER’S CONFIDENTIAL INFORMATION, ASSAYS-BY-DESIGN SEQUENCES AND CUSTOM OLIGO
        SEQUENCES (COLLECTIVELY, THE “CUSTOMER MATERIALS”) SUPPLIED BY BUYER IN
        CONNECTION WITH ANY AND ALL ORDERS PLACED WITH AB.

       

      19.     
         BUYER’S
        REPRESENTATIONS, WARRANTIES AND LIMITATIONS OF LIABILITY

       

      By
        submitting an order, buyer represents, warrants and agrees:

       

      
        	
              	1.	
                That
                  buyer will provide AB with all information known to buyer regarding
                  biological, radiological, and/or chemical hazards associated with
                  the
                  handling, exposure to or other use of any Customer Materials supplied
                  to
                  AB by buyer; and

              


      

       

      
        	
              	2.	
                That
                  buyer has the right to cause the sequence that buyer has requested
                  AB to
                  manufacture to be manufactured by AB and sold to buyer, that such
                  sequences and the manufacture and sale thereof to buyer will not
                  infringe
                  the intellectual property rights, including without limitation
                  patent,
                  copyright, trademark, and trade secrets, of any third party anywhere
                  in
                  the world (provided that the foregoing shall not be deemed a
                  representation or warranty with respect to methods of manufacture
                  employed
                  by AB), and that the Customer Materials buyer furnishes to AB will
                  not
                  infringe any such intellectual property rights;
                  and

              


      

       

      
        	
              	3.	
                That
                  the Kits and components thereof sold to buyer shall be for buyer’s own
                  Internal research and development use only, shall be used only
                  as
                  permitted under the label licenses associated with each Kit, and
                  shall not
                  be resold or otherwise transferred or conveyed to any third party
                  without
                  the express written permission of
                  AB.

              


      

       

      20.    
         CONFIDENTIAL
        INFORMATION OF BUYER.

       

      AB
        agrees
        that for seven (7) years after the disclosure by buyer to AB of Confidential
        Information of Buyer, AB shall not disclose such Confidential Information
        of
        Buyer to any third party and will use at least the same degree of care as
        it
        uses to protect its own confidential information of a like nature, but in
        no
        event less than a reasonable degree of care, to prevent the disclosure of
        such
        Confidential Information of Buyer to any third party. This undertaking of
        confidentiality shall not apply to, and AB shall have no obligations under
        this
        paragraph with respect to, any Confidential Information of Buyer that (a)
        was In
        AB’s possession before receipt from buyer, (b) is or becomes a matter of public
        knowledge or part of the public domain through no fault of AB, (c) is rightfully
        received by AB from a third party that was not obliged to keep such information
        confidential, (d) is developed by AB without reference to Confidential
        Information of Buyer, or (e) is disclosed by AB with buyer’s prior written
        approval. Notwithstanding the foregoing, AB may disclose Confidential
        Information of Buyer to the extent required to comply with governmental
        regulations and other applicable laws or to respond to subpoena or other
        compulsory legal process, provided in all cases that AB takes reasonable
        and
        lawful actions to avoid or minimize the extent of such disclosure and notifies
        buyer in writing as far in advance of the date of disclosure as is reasonably
        feasible so that buyer to the extent feasible will have an opportunity to
        seek
        to prevent or limit disclosure.

       

      21.     
         INTELLECTUAL
        PROPERTY RIGHTS

       

      Any
        inventions (patentable or otherwise), discoveries, developments, improvements,
        information, data, compounds, formulae, know-how or other results that are
        conceived, developed, reduced to practice, or generated by AB or jointly
        by
        buyer and AB and that relate and/or apply to the processes and methods used
        in
        or related to the Synthesis of Kits or otherwise in connection with designing
        and/or manufacturing Kits and associated primers and probes shall be and
        remain
        the sole and exclusive intellectual property of AB. Buyer will take all
        reasonable and appropriate steps, upon the request and at the expense of
        AB, to
        assist AB to secure, evidence and record its rights in such intellectual
        property.

       

      22.     
         NO
        GRANT
        OF RIGHTS

       

      Nothing
        in this Agreement shall be interpreted expressly or impliedly as:

       

      
        	
              	(a)	
                granting
                  either buyer or AB any license or other rights except as expressly
                  set out
                  in this Agreement, or granting either party the right to be supplied
                  with,
                  or to manufacture or to have manufactured, any quantities of Kits
                  and/or
                  any components thereof beyond those ordered in accordance with
                  the terms
                  and conditions of this Agreement;

              


      

       

      
        	
              	(b)	
                granting
                  buyer the right to resell or convey in any manner the Kits or any
                  components thereof to any third party anywhere in the
                  world.

              


      

       

      
        Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 406 of the Securities Act.