Third Amendment to License, Supply and Distribution Agreement



 Exhibit 10.51 
 Confidential Materials omitted and filed separately with the 
 Securities and Exchange Commission. Asterisks
denote omissions. 
 THIRD AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT 
 THIS THIRD AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT is made and entered into as of this 19th day of December, 2006 (Effective Date) by and between
F.Hoffmann-La Roche Ltd. (“FHLR”) having a principal office at Grenzacherstrasse 124, Basel, Switzerland and 454 Life Sciences Corporation (“454”) having a principal office at 20 Commercial Street, Branford, CT 06405, USA.

 RECITALS 
 WHEREAS, the Parties
have entered into a written License, Supply and Distribution Agreement dated May 11, 2005, as amended by the First Amendment to License, Supply and Distribution Agreement dated December 19, 2005 and the Second Amendment to License, Supply
and Distribution Agreement dated October 27, 2006 (“License Agreement”); and 
 WHEREAS, the Parties desire to sell a refurbished Rev.
1.0 (Rev. 1.0 is currently marketed under the product name “GS 20”) instrument as a Licensed Product under the Agreement. 
 NOW THEREFORE,
in consideration of the covenants and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1. According to Section 3.3 (b) of the License Agreement the Parties hereby amend Exhibit 2 by adding as Licensed Product a Refurbished GS20 instrument (“GS 20-R”), with an initial estimated Average Sales Price of
$[**] (US): 
 (See attached document.) 
 GS 20-R has the same
Specification as Rev 1.0 instrument and will be assembled by 454 by adding a new camera to a Rev 1.0 (GS20) instrument returned as part of an Upgrade to a GS FLX instrument. It is agreed between the Parties that all Exhibits of the License Agreement
referring to Rev. 1.0 instrument shall equally apply to GS 20-R. 
 2. The third paragraph of Section 3.3 (e) is deleted in its entirety and
replaced by: 
 “Based on its 2006 forecast, FHLR has ordered [**] Rev. 1.0 instruments from 454. The Parties agree that 454 will fill the order
with GS 20-R in accordance with the terms of the License Agreement. GS 20-R is warranted by 454 to FHLR for [**] from the date of delivery. This warranty may be extended by FHLR or its Affiliates to the customer. 
 An Upgrade of a GS 20-R to a GS FLX as provided in the first two paragraphs of this Section 3.3. (e) will be available to customers after one year of
ownership, except that the initial estimated AUUP for the Upgrade of a Refurbished GS20 shall be [**] US Dollars (US $ [**]) instead of [**] US Dollars (US $ [**]).” 







 Section 3.4 (d) of the Original Agreement is amended to read as follows: 
 “During the Initial Term of this Agreement FHLR shall pay minimum royalties on the 30th day of the first Contract Year and before the last day of the Contract Year
prior to each of the three subsequent Contract Years as follows: 
 1st Contract Year: US$ [**]
(Payment before January 30th 2006) 
 2nd Contract Year: US$ [**] (Payment before December 31st 2006) 
 3rd
Contract Year: US$ [**] (Payment before December 31st 2007) 
 4th Contract Year: US$ [**] (Payment before December 31st 2008). 
 454 has no right to ask for earlier payment than the
dates agreed on in this Section. 
 Such minimum royalties shall be fully applied to and deductible
from royalties due for Net Sales during the relevant Contract Year (relevant Contract Year for the 1st Contract Year
payment is 2006, for the 2nd Contract Year payment it is 2007 for the 3rd Contract Year payment it is 2008 and for the 4th Contract Year Payment it is 2009) provided that such minimum royalties shall be due only if Rev. 1.0 is available for Commercial Launch at FHLR in 2005, Rev. 1.1 is available for Commercial Launch at FHLR in 2006 and Rev.
2.0 is available for Commercial Launch at FHLR in 2008. Otherwise and in each case the amount of minimum royalties will have to be negotiated between the Parties in good faith.” 
 IN WITNESS WHEREOF, each of the Parties has caused this Third Amendment to the Original Agreement to be executed by its duly authorized representative. 
  

									
	Basel,	 		 	Branford,
	F. Hoffmann-La Roche Ltd	 		 	454 Life Sciences
					
	By:	 	/s/ P. Saladin	 		 	By:	 	/s/ Christopher K. McLeod
	Name:	 	P. Saladin	 		 	Name:	 	Christopher K. McLeod
	Title:	 	Head of Diag. Licensing	 		 	Title:	 	President & CEO
	Date:	 	Dec. 20, 2006	 		 	Date:	 	December 19, 2006

  

									
					
	By:	 	/s/ Claus Ruetsch	 		 		 	
	Name:	 	Claus Ruetsch	 		 		 	
	Title:	 	Head Legal Diagnostics	 		 		 	
	Date:	 	Dec. 22, 2006	 		 		 	









									
	Instrument
	Cat. No.	  	 Product
	  	 ASP
$
	  	 Transfer Price
$
	  	 Transfer Price
 (incl Training Kits + Installation Kits)
$

		  	Refurbished GS 20 Instrument	  	[**]	  	[**]	  	[**]
		  	including:	  		  		  	
	04777115001	  	Counterweight for the Bead Deposition Devices	  		  		  	
	04777018001	  	Camera Faceplate Guard	  		  		  	
	04777026001	  	Nebulizer Holder	  		  		  	
	04777034001	  	Medium Bead Deposition Device, Complete	  		  		  	
	04777042001	  	Medium Bead Deposition Device, Complete - 8 lanes	  		  		  	
	04777069001	  	Large Bead Deposition Device, Complete (2 Regions)	  		  		  	
	04840712001	  	Large Bead Deposition Device, Complete (4 Regions)	  		  		  	
	04840682001	  	Large Bead Deposition Device, Complete (16 Regions)	  		  		  	
		  	Medium PicoTiterPlateTM Cartridge – 40 x 75 format	  		  		  	
		  	Large PicoTiterPlateTM Cartridge – 70 x 75 format	  		  		  	
		  	Swinlock Filter Unit	  		  		  	
		  	16 Gauge Blunt Needles	  		  		  	
		  	Plastic Economy Forceps	  		  		  	
		  	Zeiss Tissue (Box)	  		  		  	
		  	Wash Tube Holder	  		  		  	
		  	Extra Fluidics Waste Tank and Bottle Support	  		  		  	
		  	GS 20 DNA Library Preparation Kit User’s Manual	  		  		  	
		  	GS 20 DNA Library Preparation Kit Quick Guide	  		  		  	
		  	GS 20 emPCR Kit User’s Guide	  		  		  	
		  	GS 20 emPCR Kit Quick Guide	  		  		  	
		  	Genome Sequencer 20 Operator’s Manual	  		  		  	
		  	Genome Sequencer 20 Quick Guide	  		  		  	
		  	GS 20 Data Processing Software Manual	  		  		  	
		  	Genome Sequencer 20 Site Preparation Guide	  		  		  	
		  	Genome Sequencer 20 Software	  		  		  	
					
		  	 Additional items which must be ordered seperately
	  		  		  	
					
		  	Training	  		  	Unit Transfer Price	  	Total Transfer Price
	04852265001	  	GS 20 DNA Library Preparation Kit	  		  	[**]	  	[**]
	04852290001	  	GS 20 emPCR Kit (3 units)	  		  	[**]	  	[**]
	04853342001	  	GS 20 Sequencing Kit (70x75)	  		  	[**]	  	[**]
	04852419001	  	GS 20 Sequencing Kit (40x75) (3 units)	  		  	[**]	  	[**]
	04852427001	  	GS 20 PicoTiterPlate Kit (70x75)	  		  	[**]	  	[**]
	04746813001	  	GS 20 PicoTiterPlate Kit (40x75) (3 units)	  		  	[**]	  	[**]
					
		  	Installation	  		  		  	
	04852389001	  	GS 20 Installation Kit	  		  	[**]	  	[**]
	04853342001	  	GS 20 Sequencing Kit (70x75)	  		  	[**]	  	[**]
	04852427001	  	GS 20 PicoTiterPlate Kit (70x75)	  		  	[**]	  	[**]
		  	Upgrade of GS20R to GS FLX: Transfer price as per Amendfment 2	  	[**]	  	[**]	  	[**]