* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




RESEARCH
AND LICENSE AGREEMENT




by and
between




MERCK
& CO., INC.




And




ZNOMICS,
INC.







* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




TABLE
      OF CONTENTS1.DEFINITIONS
            12.RESEARCH
            52.1
      General
            52.2
      Conduct of Research
            52.3
      Use of Research Funding
            62.4
      Records and Reports
            62.5
      Research Information and Inventions
            72.6
      Research Term
            73.
      EXCHANGE OF INFORMATION; LICENSE;
            73.1
      *
            73.2
      Exercise of Option
            73.3
      Licenses
            73.4
      Rights of MERCK to an Exclusive License
            83.5
      No Implied Licenses
            83.6
      Bankruptcy
            84.
      CONFIDENTIALITY AND PUBUCATION
            94.1
      Nondisclosure Obligation
            94.2
      ZNOMICS Know-How
            94.3
      Publication
            104.4
      Publicity/Use of Names
            115.
      PAYMENTS; ROYALTIES AND REPORTS
            125.1
      Research Funding
            125.2
      *5.3
      *
            125.3
      Payments for MERCK Research Milestones
            136.
      REPRESENTATIONS AND WARRANTIES
            146.1
      Representations and Warranties
            147.
      PATENT PROVISIONS
            14*
      The confidential portion has been omitted and filed separately with the
      Securities and Exchange Commission







* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


7.1
      Filing, Prosecution and Maintenance of Patents
              147.2
      Option of MERCK to Prosecute and Maintain Patents
              157.3
      Interference, Opposition, Reexamination and Reissue
              157.4
      Enforcement and Defense
              167.5
      Patent Term Restoration
              178.
      TERM AND TERMINATION
              188.1
      Term and Expiration
              188.2
      Termination by MERCK
              188.3
      Termination for Cause
              188.4
      Effect of Expiration or Termination; Survival
              199.
      MISCELLANEOUS
              199.1
      Force Majeure
              199.2
      Assignment
              199.3
      Severability
              209.4
      Notices
              209.5
      Applicable Law
              219.6
      Dispute Resolution
              219.7
      Entire Agreement; Amendments
              229.8
      Headings
              239.9
      Independent Contractors
              239.10
      Waiver 239.11
      Cumulative Remedies
              239.12Waiver
      of Rule of Construction
              239.13Counterparts
              23SCHEDULE
      1.27 PATENT
      RIGHTS
              25SCHEDULE
      2.1   RESEARCH
              25




ii


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


RESEARCH
AND LICENSE AGREEMENT




THIS
AGREEMENT, effective as of November 15, 2005 (the "Effective Date"), by and
between MERCK & CO., INC., a corporation organized and existing under the
laws of New Jersey ("MERCK") and ZNOMICS, INC., a corporation organized and
existing under the laws of Delaware ("ZNOMICS").




RECITALS:




*




WHEREAS, MERCK and ZNOMICS
desire to enter into an agreement to *;




WHEREAS, MERCK desires to
obtain a license under the Patent Rights and ZNOMICS Know-How, upon the terms
and conditions set forth herein and ZNOMICS desires to grant such a
license;




NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants herein
contained, the Parties hereby agree as follows:




1.           DEFINITIONS




Unless
specifically set forth to the contrary herein, the following terms, whether used
in the singular or plural, shall have the respective meanings set forth
below:




1.1           "Act" shall mean, as
applicable, the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§
301 et seq., and/or the Public Health Service Act, 42 U.S.C. §§ 262 et seq., as
such may be amended from time to time.




1.2           "Affiliate" shall mean (i) any
corporation or business entity of which fifty percent (50%) or more of the
securities or other ownership interests representing the equity, the voting
stock or general partnership interest are owned, controlled or held, directly or
indirectly, by MERCK; or (ii) any corporation or business entity which, directly
or indirectly, owns, controls or holds fifty percent (50%) (or the maximum
ownership interest permitted by law) or more of the securities or other
ownership interests representing the equity, the voting stock or, if applicable,
the general partnership interest, of MERCK.




1.3           "Calendar Year" shall mean
each successive period of twelve (12) months commencing on January 1 and ending
on December 31.




1.4           "Control" 1 "Controls" or "Controlled
by" - shall mean with respect to any item of




or right
under Patent Rights or ZNOMICS Know-How or MERCK Know-How, the possession of
(whether by ownership or license, other than pursuant to this
Agreement),




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




1


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


or the
ability of a Party to grant access to, or a license or sublicense of, such item
or right as provided for herein without violating the terms of any agreement or
other arrangement with any Third Party existing at the time such Party would be
required hereunder to grant the other Party such access or license or
sublicense.




1.5           "Directed" shall mean that a
compound or biological modulates the activity of the Target.




1.6           *




1.7           "Effective Date" shall mean
the date of the last Party to sign this Agreement.




1.8           "Escrow Agent" shall mean a
third party that is mutually agreed upon by the Parties and agrees, pursuant to
a written agreement, to (a) abide by the confidentiality and non-use provisions
of this Agreement; and (b) hold the list of Merck Pre-existing Programs, as
updated from time to time, in escrow on behalf of the Parties.




1.9           "Final Report" shall mean the
report as more fully described in Section 2.4.3.




1.10           "First Commercial Sale" shall
mean, with respect to any Product, the first sale for end use or consumption of
such Product in the Territory, excluding, however, any sale or other
distribution for use in a Clinical Trial.




1.11           "Full Time Equivalent" or
"FTE" shall mean the equivalent of a full-time scientist's work time over
a twelve-month period (including normal vacations, sick days and holidays). The
portion of an FTE year devoted by a scientist to the Research shall be
determined by dividing the number of full days during any twelve-month period
devoted by such employee to the Research by the total number of working days
during such twelve­month period.




1.12           "Funded Patent Rights" shall
have the meaning set forth in Section 7.1.1.




1.13           "Gene" shall mean a nucleotide
sequence that *.




1.14           "Improvement" means any
enhancement, whether or not patentable, made by ZNOMICS or others acting on
behalf of ZNOMICS in the *.




1.15           "Information" shall mean any
and all information and data, including without limitation all MERCK Know-How,
ZNOMICS Know-How, and all other scientific, pre-clinical, clinical, regulatory,
manufacturing, marketing, financial and commercial information or data, whether
communicated in writing or orally or by any other method, which is provided by
one Party to the other Party in connection with this Agreement.




1.16           "Initiates" shall mean, with
respect to a Clinical Trial, the administration of the first dose to a patient
in such Clinical Trial.




1.17           "Invention" shall mean any
process, method, composition of matter, article of




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




2


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




manufacture,
discovery or finding that is conceived and/or reduced to practice as a result of
the Research.




1.18           "Joint Information and
Inventions" shall mean all protocols, formulas, data, Inventions,
know-how and trade secrets, patentable or otherwise, resulting from the Research
developed or invented jointly by employees of MERCK and ZNOMICS or others acting
on behalf of MERCK and ZNOMICS.




1.19           "Library"shall mean
*.




1.20           "Major Market Countries" shall
mean the United States, Canada, Japan, and the following EP designated
countries: France, Germany, Italy, Spain and the United Kingdom. Each
individually, a "Major Market Country."




1.21           "MERCK Information and
Inventions" shall mean all protocols, formulas, data, Inventions,
know-how and trade secrets, patentable or otherwise, provided by MERCK to
ZNOMICS or developed or invented solely by employees of MERCK or other persons
not employed by ZNOMICS acting on behalf of MERCK, including but not limited to,
all mammalian Druggable Genes identified in the Merck Pre-existing
Program.




1.22           "MERCK Know-How"shall mean
any information and materials, including but not limited to discoveries,
improvements, processes, methods, protocols, formulas, data, inventions
(including without limitation MERCK's Information and Inventions and MERCK's
rights in Joint Information and Inventions), know-how and trade secrets,
patentable or otherwise, which during the term of this Agreement, (i) are in
MERCK's Control, (ii) are not generally known and (iii) are in MERCK's opinion
necessary to ZNOMICS in the performance of its obligations under the
Research.




1.23           *




1.24           *




1.25           *




1.26           "Party" shall mean MERCK and
ZNOMICS, individually, and "Parties" shall mean MERCK and ZNOMICS,
collectively.




1.27           "Patent Rights" shall mean any
and all patents and patent applications in the Territory








*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





3


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




(which
for the purposes of this Agreement shall be deemed to include certificates of
invention and applications for certificates of invention) which are Controlled
by ZNOMICS, including, but not limited to, those listed on Schedule 1.27, which:
* ZNOMICS Information and Inventions, or Joint Information and Inventions *, and
any Improvements related to the foregoing; or (ii) are divisionals,
continuations, continuations-in-part, reissues, renewals, substitutions,
registrations, re-examinations, revalidations, supplementary protection
certificates, pediatric exclusivity periods, any other patent term extensions
and exclusivity periods and the like of any such patents and patent
applications, and any and all foreign equivalents of the foregoing.




1.28           "Phase I Clinical Trial" shall
mean a human clinical trial in any country that would satisfy the requirements
of 21 CFR 312.21(a).




1.29           *




1.30           *




1.31           "Regulatory Authority" shall
mean any applicable government regulatory authority involved in granting
approvals for the manufacturing, marketing. reimbursement and/or pricing of a
Product in the Territory, inclUding. in the United States, the United States
Food and Drug Administration and any successor governmental authority having
substantially the same function.




1.32           "Related Party" shall mean
each of MERCK, its Affiliates, and their respective sublicensees (which term
does not include distributors), as applicable.




1.33           "Research" shall mean the
activities undertaken by ZNOMICS * for and on behalf of MERCK as set forth in
Article 2 and Schedule
2.1.




1.34           *




1.35           "Research Term" shall mean the
duration of the Research and "Extended Research Term" shall mean any period of
the Research as it may be extended by mutual agreement of the Parties, as
described more fully in Section 2.6.




1.36           *




1.37           "Territory" shall mean all of
the countries in the world, and their territories and possessions.








*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





4


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


1.38           "Third Party"shall mean an
entity other than MERCK and its Related Parties, and ZNOMICS.




1.39           "Valid Patent Claim" shall
mean a claim of an issued and unexpired patent included within the Patent Rights
which claims a Product as a composition of matter, which claim has not been
revoked or held unenforceable or invalid by a decision of a court or other
governmental agency of competent jurisdiction (which decision is not appealable
or has not been appealed within the time allowed for appeal), and which claim
has not been disclaimed, denied or admitted to be invalid or unenforceable
through reissue, re­examination or disclaimer or otherwise.




1.40           "ZNOMICS Information and
Inventions" shall mean all protocols, formulas, data, Inventions,
know-how and trade secrets, patentable or otherwise, resulting from the Research
developed or invented solely by employees of ZNOMICS or other persons not
employed by MERCK acting on behalf of ZNOMICS.




1.41           "ZNOMICS Know-How" shall mean
all information and materials, including but not limited to discoveries,
improvements, processes, methods, protocols, formulas, data, inventions
(including without limitation ZNOMICS Information and Inventions and ZNOMICS
rights in Joint Information and Inventions), know-how and trade secrets,
patentable or otherwise. which during the term of this Agreement (i) are in the
Control of ZNOMICS, (ii) are not generally known and (iii) are necessary or
useful to MERCK in connection with the Research, and the research, development,
manufacture, use or sale of Products in the Territory; excluding, however, any
MERCK Know-How and the Final Report.




2.           RESEARCH




2.1           General




ZNOMICS
and MERCK shall engage in the Research upon the terms and conditions set forth
in this Agreement. The activities to be undertaken in the course of the Research
are set forth in Schedule 2.1, which may be amended from time to time upon
mutual written agreement by authorized representatives of the
Parties.




2.2           Conduct of
Research




ZNOMICS
shall proceed diligently with the work set out in the Research by using good
faith efforts to allocate sufficient time, effort, equipment and facilities to
the Research and * with sufficient skills and experience as are required to
accomplish the Research in accordance with the terms of this Agreement and Schedule
2.1.




ZNOMICS
shall conduct the Research in compliance with all applicable laws, rules and
regulations. In addition, if animals are used in research hereunder, ZNOMICS
will comply with the Animal Welfare Act or any other applicable local, state,
national and international laws and regulations relating to the care and use of
laboratory animals. MERCK encourages ZNOMICS to use the highest standards, such
as those set forth in the Guide for the Care and Use of




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




5


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




Laboratory
Animals (NRC, 1996), for the humane handling, care and treatment of such
research animals. Any animals which are used in the course of the Research, or
products derived from those animals, such as eggs or milk, will not be used for
food purposes, nor will these animals be used for commercial breeding purposes;
provided, however, that these restrictions do not apply to any Library that is
not utilized for the Research. ZNOMICS shall notify MERCK in writing of any
deviations from applicable regulatory or legal requirements. ZNOMICS hereby
certifies that it has not employed or otherwise used in any capacity, and will
not employ or otherwise use in any capacity, the services of any person debarred
under United States law, including but not limited to Section 21 USC 335a, in
performing any portion of the Research. ZNOMICS shall not use human tissue in
the performance of the Research.




ZNOMICS
shall be entitled to utilize the services of Third Parties to perform its
Research activities only upon MERCK's prior written consent or as specifically
set forth in Schedule 2.1" Notwithstanding any such consent, ZNOMICS shall
remain at all times fully liable for its respective responsibilities under the
Research.




2.3           Use of Research
Funding




ZNOMICS
shall apply the research funding it receives from MERCK under this Agreement
solely to carry out its Research activities in accordance with Schedule 2.1 and
the terms and conditions of this Agreement.




2.4           Records and
Reports




2.4.1           Records.
ZNOMICS shall maintain records, in sufficient detail and in good scientific
manner appropriate for patent and regulatory purposes, which shall fully and
properly reflect all work done and results achieved in the performance of the
Research by ZNOMICS.




2.4.2           Copies
and Inspection of Records. MERCK shall have the right, during normal
business hours and upon reasonable notice, to inspect and copy all such records
of ZNOMICS referred to in Section 2.4.1. MERCK shall maintain such records and
the information disclosed therein in confidence in accordance with Section 4.1.
MERCK shall have the right to arrange for its employees and/or consultants
involved in the activities contemplated hereunder to visit the offices and
laboratories of ZNOMICS and any of its Third Party contractors as permitted
under Section 2.2 during normal business hours and upon reasonable notice, and
to discuss the Research work and its results in detail with the technical
personnel and consultants of ZNOMICS. Upon request, ZNOMICS shall provide copies
of the records described in Section 2.4.1 above.




2.4.3           Final Report. Within thirty
(30) days following the end of the Research Term, ZNOMICS shall provide a
written Final Report to MERCK. MERCK and its Affiliates shall be permitted to
use information contained in such Final Report which use by MERCK shall be
solely for the purpose of internal research, discovery and development, unless
MERCK exercises the Non-Exclusive Option or Exclusive Option in accordance with
Section 3.2. Such Final Report shall include the *




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





6


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




2.5           Research Information and
Inventions




The
entire right, title and interest in:




(a)           ZNOMICS
Information and Inventions shall be owned solely by ZNOMICS;




(b)           MERCK
Information and Inventions shall be owned solely by MERCK; and




(c)
            Joint
      Information and Inventions shall be owned jointly by ZNOMICS and MERCK.
      Inventorship will be determined in accordance with United States patent
      laws.




ZNOMICS
shall promptly disclose to MERCK in writing the development, making, conception
or reduction to practice of ZNOMICS Information and Inventions and Joint
Information and Inventions.




2.6           Research
Term




Except as
otherwise provided herein, the term of the Research shall commence on the
Effective Date and continue for *. The Parties may extend the term of the
Research Term by mutual written agreement of the authorized representative of
the Parties, and shall, in such case, amend Schedule 2.1 as
applicable.




3.           EXCHANGE
OF INFORMATION; LICENSE




3.1           *




3.2           Exercise of
Option.




MERCK
shall have the exclusive right to obtain an exclusive or non-exclusive license
pursuant to Section 3.3 for * by exercising an Exclusive Option or Non-Exclusive
Option for * pursuant to procedures set forth in this Section 3.2. MERCK may, at
any time following receipt of * pursuant to Section 3.1, submit to ZNOMICS a
written notification of MERCK's intent to obtain a license pursuant




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




7


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




to
Section 3.3.1 (an "Exclusive Option") or Section 3.3.2 (a "Non-Exclusive
Option"). The Exclusive Option and Non-Exclusive Option are exclusive to Merck
for the *. The determination of whether MERCK shall exercise an Exclusive Option
or Non­-Exclusive Option shall be at MERCK's sale discretion. In providing
such written notice to ZNOMICS, MERCK shall supply to ZNOMICS written
information sufficient to *. The Exclusive Option or Non-Exclusive Option for a
*, as applicable, shall be deemed to be exercised upon MERCK providing such
written notice to ZNOMICS.




3.3           Licenses




3.3.1Exclusive
License Grant.
Upon exercise by MERCK of an Exclusive Option pursuant to Section 3.2 for *, and
subject to the terms and conditions set forth in this Section 3.3, ZNOMICS
hereby grants to MERCK, an exclusive (even as to ZNOMICS) sublicenseable for the
duration of the MERCK license, license to * in the Territory under the Patent
Rights and ZNOMICS Know-how for any and all uses, including but not limited to,
MERCK's activities in the research, discovery and development of biological and
pharmaceutical products to make, have made, use, offer to sell, sell or import
any *.




3.3.2Non-Exclusive
License Grant.Upon exercise by MERCK
of a Non-Exclusive Option pursuant to Section 3.2 for *, and Subject to the
terms and conditions set forth in this Section 3.3, ZNOMICS hereby grants to
MERCK, a non­exclusive license, sublicenseable to Affiliates of MERCK for
the duration of the MERCK license, * in the Territory under the Patent Rights
and ZNOMICS Know-how for any and all uses, including but not limited to MERCK's
activities in the research, discovery and development of biological and
pharmaceutical products to make, have made, use, offer to sell, sell or import
any *. Such non-exclusive license shall be further sublicenseable by MERCK and
its Affiliates to entities performing research for and on behalf of MERCK or its
Affiliates.




3.4           Rights of MERCK to an
Exclusive License.




ZNOMICS
hereby grants MERCK the right of first refusal for MERCK to obtain an exclusive
license for *, regardless of whether MERCK has exercised a Non-Exclusive Option
for *. Such right of first refusal shall be exercisable by MERCK for * following
MERCK's receipt * from ZNOMICS for * that is not already exclusively licensed to
MERCK. ZNOMICS shall provide written notice to MERCK prior to entering into
discussions with a Third Party with regard to granting any license or other
rights to a Third Party to *. Thereafter, MERCK shall have sixty (60) days to
provide written notice to ZNOMICS that it is exercising an Exclusive Option to
*. Such Exclusive Option shall be exercised by MERCK pursuant to the procedures
set forth in Section 3.2.




3.5           No Implied
Licenses.




Except as
specifically set forth in this Agreement, neither Party shall acquire any
license or other intellectual property interest, by implication or otherwise, in
any Information disclosed to




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




8


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.






it under
this Agreement or under any patents or patent applications owned or controlled
by the other Party or its Affiliates.




3.6           Bankruptcy




All
licenses and rights to licenses granted under or pursuant to this Agreement by
ZNOMICS to MERCK are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of the' United States Bankruptcy Code, licenses of rights to
"intellectual property" as defined under Section 101 (35A) of the Code. The
Parties agree that MERCK. as a licensee of such rights under this Agreement,
shall retain and may fully exercise all of its rights and elections under the
Code, and that upon commencement of a bankruptcy proceeding by or against
ZNOMICS under the Code, MERCK shall be entitled to a complete duplicate of, or
complete access to (as MERCK deems appropriate), any such intellectual property
and all embodiments of such intellectual property_ Such intellectual property
and all embodiments thereof shall be promptly delivered to MERCK (i) upon any
such commencement of a bankruptcy proceeding upon written request therefor by
MERCK, unless ZNOMICS elects to continue to perform all of its obligations under
this Agreement or (ii) if not delivered under (i) above, upon the rejection of
this Agreement by or on behalf of ZNOMICS upon written request therefor by
MERCK.




The
foregoing provisions of this Section 3.6 are without prejudice to any rights
MERCK may have arising under the Code or other applicable law.




4.           CONFIDENTIALITY
AND PUBLICATION




4.1           Nondisclosure
Obligation




All
Information disclosed by one Party to the other Party hereunder shall be
maintained in confidence by the receiving Party and shall not be disclosed to
any Third Party or used for any purpose except as set forth herein without the
prior written consent of the disclosing Party, except to the extent that such
Information:




(a)
            is
      known by the receiving Party at the time of its receipt. and not through a
      prior disclosure by the disclosing Party, as documented by the receiving
      Party's business records;




(b)
            is
      in the public domain by use and/or publication before its receipt from the
      disclosing Party, or thereafter enters the public domain through no fault
      of the receiving Party;




(c)
            is
      subsequently disclosed to the receiving Party by a Third Party who may
      lawfully do so and is not under an obligation of confidentiality to the
      disclosing Party;




(d)
            is
      developed by the receiving Party independently of Information received
      from the disclosing Party, as documented by the receiving Party's business
      records;




(e)
            is
      disclosed to governmental or other regulatory agencies in order to obtain
      patents or to gain or maintain approval to conduct clinical trials or to
      market Product, but such disclosure may be only to the extent reasonably
      necessary to obtain patents or
authorizations;







9


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




(f)
            is
      deemed necessary by MERCK to be disclosed to Related Parties, agents,
      consultants, and/or other Third Parties for any and all purposes MERCK and
      its Affiliates deem necessary or advisable in the ordinary course of
      business for the research and development, manufacturing and/or marketing
      of the Product in accordance with this Agreement on the condition that
      such Third Parties agree to be bound by the confidentiality and non-use
      obligations contained in this Agreement; provided, however, that
      the term of confidentiality for such Third Parties shall be no less than
      ten (10) years; or




(g)
            is
      deemed necessary by counsel to the receiving Party to be disclosed to such
      Party's attorneys, independent accountants or financial advisors for the
      sole purpose of enabling such attorneys, independent accountants or
      financial advisors to provide advice to the receiving Party, on the
      condition that such attorneys, independent accountants and financial
      advisors agree to be bound by the confidentiality and non-use obligations
      contained in this Agreement; provided,however, that
      the term of confidentiality for such attorneys, independent accountants
      and financial advisors shall be no less than ten (1 O)
    years.




Any
combination of features or disclosures shall not be deemed to fall within the
foregoing exclusions merely because individual features are published or
available to the general public or in the rightful possession of the receiving
Party unless the combination itself and principle of operation are published or
available to the general pUblic or in the rightful possession of the receiving
Party.




If a
Party is required by judicial or administrative process to disclose Information
that is subject to the non-disclosure provisions of this Section 4.1 or
Section4.2, such Party shall promptly inform the other Party of the disclosure
that is being sought in order to provide the other Party an opportunity to
challenge or limit the disclosure obligations. Information that is disclosed by
judicial or administrative process shall remain otherwise subject to the
confidentiality and non-use provisions of this Section 4.1 and Section4.2, and
the Party disclosing Information pursuant to law or court order shall take all
steps reasonably necessary, including without limitation obtaining an order of
confidentiality, to ensure the continued confidential treatment of such
Information.




4.2           ZNOMICS
Know-How




To the
extent that ZNOMICS grants to MERCK an exclusive license to ZNOMICS Know-How,
ZNOMICS agrees to keep all ZNOMICS Know-How confidential subject to exception
(b) in Section 4.1 above.




4.3           Publication




(a) *
from ZNOMICS, the Research results shall not be published unless published with
the consent of both of the Parties. Authorship in publication(s) will be based
on contributions of the Parties to the Research in accordance with academic
standards and custom.




(b) The
Parties agree to abide by the policies of journals in which publications will
appear with respect to such matters as the public release or availability of
data relating to the




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




10


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




publication.
Proper acknowledgment will be made for the contributions of each Party to the
Research being published.




(c)
Notwithstanding Section 4.3(a), * and subject to Section 4.3(d), ZNOMICS
reserves the right to publish ZNOMICS Information and Inventions that are not
Funded Patent Rights as defined in Section 7.1, and MERCK reserves the right to
publish MERCK information and Inventions.




(d)
Following *, if ZNOMICS wishes to publish ZNOMICS Information and Invention that
is not a Funded Patent Right, ZNOMICS shall notify MERCK and MERCK may, at
MERCK's sale discretion, direct ZNOMICS to file for patent protection in
accordance with Section 7.1. In such event, any publication relating to * shall
be subject to joint publication in accordance with this Section
4.3(a).




(e) The
Party wishing to make the publication shall provide a copy of the manuscript or
abstract to the other Party at least sixty (60) days prior to submission of the
manuscript or abstract for publication and the Party wishing to make an oral
presentation shall provide a copy of the oral presentation to the other Party at
least thirty (30) days prior to submission of the oral presentation. Within such
specified periods, the non-disclosing Party shall advise the disclosing Party
of, and the disclosing Party shall take, appropriate action to protect, as
applicable, either ZNOMICS Information and Inventions or MERCK Information and
Inventions, including delay, not to exceed an additional 30 days, of the
pUblication or presentation to permit patent filings or modification of the
publication or presentation to delete, as applicable, either ZNOMICS Information
and Inventions or MERCK Information and Inventions. Until this publication
process is completed or, if applicable, confidentiality is specifically waived
under Section 4, the ZNOMICS Information and Inventions and MERCK Information
and Inventions shall be kept confidential.




4.4           Publicity/Use of
Names




4.4.1
Except as set forth in 4.4.2, no disclosure of the existence, or the terms, of
this Agreement may be made by either Party, and neither Party shall use the
name, trademark, trade name or logo of the other Party, its Affiliates or their
respective employees in any publicity, promotion, news release or disclosure
relating to this Agreement or its subject matter, without the prior express
written permission of the other Party, except as may be required by
law.




4.4.2
Notwithstanding the provisions of Section 4.4.1, ZNOMICS may issue a press
release upon the full execution of this Agreement, the final form of which will
be subject to the prior written approval of MERCK prior to its release to the
public, such approval not to be unreasonably withheld, conditioned, or delayed.
The press release shall not disclose any financial terms of this Agreement. The
press release shall be issued not later than four (4) weeks after the Effective
Date of this Agreement. For other public disclosures relating to this Agreement
or the Parties' relationship under this Agreement ("Proposed Disclosures"),
including without limitation maintenance and disclosure of a list of licensees
or presentations at a professional conference, ZNOMICS may publicly disclose
only such information as was previously disclosed in the press release approved
by MERCK or a prior Proposed Disclosure. Notwithstanding the above, either Party
may disclose the terms of this Agreement to accredited




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission


11


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




investors,
investment bankers, or potential acquirers or merger candidate in the context of
the due diligence investigations of such Party, provided that the party to which
such information is disclosed is subject to a nondisclosure obligation no less
stringent that that specified in Section 4.1.




5.           RESEARCH
MILESTONE AND LICENSE PAYMENTS




5.1           Research
Funding




5.1.1 In
consideration for ZNOMICS's performance of its obligations under the Research,
upon the terms and conditions contained herein, MERCK shall pay ZNOMICS
*:




(a)
            *




(b)
            *




(c)
            *




(d)
            *




5.1.2 Any
and all invoices required pursuant to this Section 5.1.1 shall be addressed to
MERCK as set forth in Section 9.4.




5.2           Payments for ZNOMICS
Research Milestones.




5.2.1 Subject to the terms and
conditions in this Agreement, MERCK shall pay to ZNOMICS certain * as outlined
as follows:




(a)           
*




(b)           *




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





12


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


*




5.2.2 ZNOMICS shall notify
MERCK in writing within thirty (30) days following achievement of each of *.
MERCK shall make each of the appropriate * payments within thirty (30) days
after notification of such *.




5.3           *




Upon
exercise of the Option for * and upon the terms and conditions contained herein,
MERCK shall pay to ZNOMICS the following amounts:




(a)
            *




(b)
            *




(c)
            The
      license fees set forth in Sections 5.3(a) and (b) shall be payable within
      thirty (30) days after the exercise by MERCK of the Exclusive Option or
      Non-Exclusive Option pursuant to Section 3.2 for *, and thereafter within
      thirty (30) days after the commencement of the Calendar Year following the
      exercise of such Exclusive Option or Non-Exclusive Option. MERCK's
      obligation to pay such license fee shall expire upon the later of (i)
      expiration of the last to expire Valid Patent Claim
  *.




5.4           Payments for MERCK Research
Milestones




Subject
to the terms and conditions of this Agreement, MERCK shall pay to ZNOMICS the
following *:




(a)
            *




(b)
            *




(c)
            *




MERCK
shall notify ZNOMICS in writing within thirty (30) days following the
achievement of each of *.




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




13


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




*
pursuant to this Section 5.4 shall be payable only upon the initial achievement
of * shall be due hereunder for subsequent or repeated achievement
*.




6.           REPRESENTATIONS
AND WARRANTIES




6.1           Representations and
Warranties




ZNOMICS
represents and warrants to MERCK that as of the date of this
Agreement:




(a)           to
the best of ZNOMICS's knowledge, the Patent Rights and ZNOMICS Know- How exist
and are not invalid or unenforceable, in whole or in part;




(b)           it
has the full right, power and authority to enter into this Agreement, to perform
the Research and to grant the licenses granted under Article 3
hereof;




(c)           it
has not previously assigned, transferred, conveyed or otherwise encumbered its
right, title and interest in Patent Rights or ZNOMICS Know-How;




(d)           to
the best of ZNOMICS's knowledge, it is the sale and exclusive owner of the
Patent Rights and ZNOMICS Know-How, all of which are (and shall be, in the case
of ZNOMICS Information and Inventions) free and clear of any liens, charges and
encumbrances, and no other person, corporate or other private entity, or
governmental entity or subdivision thereof, has or shall have any claim of
ownership whatsoever with respect to the Patent Rights and ZNOMICS
Know-How;




(e)           to
the best of ZNOMICS's knowledge, the exercise of the license granted to MERCK *
under the Patent Rights and ZNOMICS Know-How, including without limitation * do
not interfere with or infringe any intellectual property rights owned or
possessed by any Third Party; and




(f)           there
are no claims, judgments or settlements against or owed by ZNOMICS and no
pending or threatened claims or litigation relating to the Patent Rights and
ZNOMICS Know-How.




7.           PATENT
PROVISIONS




7.1           Filing, Prosecution and
Maintenance of Patents




7.1.1 * (a) MERCK has obtained
an exclusive license; or (b) MERCK directs ZNOMICS in writing to file a patent
application, ZNOMICS agrees to file, prosecute and maintain in Major Market
Countries, or other countries upon the mutual written agreement of the Parties,
at MERCK's reasonable cost and expense and upon appropriate consultation with
MERCK, the Patent Rights under this Agreement ("Funded Patent Rights"); provided, however, that with
respect to Joint Information and Inventions, MERCK shall have the first right to
file patent applications. With respect to ZNOMICS Information and Inventions
that are not Funded Patent Rights, ZNOMICS may elect not to file and if
so,




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





14


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




ZNOMICS
shall notify MERCK and MERCK shall have the right to file such patent
applications. In such event, ZNOMICS shall execute such documents and perform
such acts at ZNOMICS's expense as may be reasonably necessary to effect an
assignment of such Patent Rights to MERCK in a timely manner to allow MERCK to
continue such prosecution or maintenance. In each case, the filing Party shall
give the non-filing Party an opportunity to review the text of the application
before filing, shall consult with the non-filing Party with respect thereto, and
shall supply the non-filing Party with a copy of the application as filed,
together with notice of its filing date and serial number. ZNOMICS shall keep
MERCK advised of the status of the actual and prospective patent filings and,
upon MERCK's request, shall provide advance copies of any papers related to the
filing, prosecution and maintenance of such patent filings. ZNOMICS shall
promptly give notice to MERCK of the grant, lapse, revocation, surrender,
invalidation or abandonment of any Funded Patent Rights for which ZNOMICS is
responsible for the filing, prosecution and maintenance.




7.1.2 * that MERCK has
licensed on a non-exclusive basis, MERCK shall not be required to reimburse
ZNOMICS for the preparation, filing, prosecution and maintenance of such Patent
Rights unless MERCK elects to exercise its Exclusive Option for * or unless
MERCK direct ZNOMICS in writing to file a patent application, in which case the
provisions of Section 7.1.1 shall apply.




7.1.3MERCK shall cease
payment for the preparation, filing, prosecution and maintenance of Funded
Patent Rights upon expiration or termination of (a) the corresponding exclusive
license for *; or (b) the corresponding non-exclusive license regarding which
MERCK has directed ZNOMICS to file patent protection.




7.1.4 Upon the granting of a
non-exclusive license for Funded Patent Rights by ZNOMICS to a Third Party,
ZNOMICS shall reimburse MERCK the pm-rata share of the preparation, filing,
prosecution and maintenance of such Funded Patent Rights.




7.1.5 MERCK, at its sale
discretion, may, upon reasonable advance notice to ZNOMICS, cease payment for
the preparation, filing, prosecution and maintenance of Funded Patent Rights for
* that MERCK has not licensed on an exclusive basis. In such event, ZNOMICS
shall have the right to continue the preparation, filing, prosecution and
maintenance of Funded Patent Rights at its own cost and expense, or to
discontinue such activities.




7.2           Option of MERCK to Prosecute
and Maintain Patents




ZNOMICS
shall give notice to MERCK of any desire to cease prosecution and/or maintenance
of Funded Patent Rights on a country by country basis in the Territory and, in
such case, shall permit MERCK, in its sole discretion, to continue prosecution
or maintenance of such Patent Rights at its own expense. If MERCK elects to
continue prosecution or maintenance or to file based on ZNOMICS's election not
to file pursuant to Section 7.1 above, ZNOMICS shall execute such documents and
perform such acts at ZNOMICS's expense as may be reasonably necessary to effect
an assignment of such Funded Patent Rights to MERCK in a timely manner to allow
MERCK to continue such prosecution or maintenance.




7.3           Interference,
Opposition, Reexamination and Reissue




For
Funded Patent Rights,




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission




15


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




(a)           ZNOMICS
shall, within ten (10) days of learning of such event, inform MERCK of any
request for, or filing or declaration of, any interference, opposition, reissue
or reexamination relating to Funded Patent Rights. MERCK and ZNOMICS shall
thereafter consult and cooperate fully to determine a course of action with
respect to any such proceeding. MERCK shall have the right to review and approve
any submission to be made in connection with such proceeding.




(b)           ZNOMICS
shall not initiate any reexamination, interference or reissue proceeding
relating to Funded Patent Rights without the prior written consent of MERCK,
which consent shall not be unreasonably withheld.




(c) In
connection with any interference, opposition, reissue, or reexamination
proceeding relating to Funded Patent Rights, MERCK and ZNOMICS will cooperate
fully and will provide each other with any information or assistance that either
may reasonably request. ZNOMICS shall keep MERCK informed of developments in any
such action or proceeding, including, to the extent permissible by law,
consultation on and approval of any settlement, the status of any settlement
negotiations and the terms of any offer related thereto.




(d)           ZNOMICS
shall bear the expense, if ZNOMICS elects to engage in such proceedings, of any
interference, opposition, reexamination, or reissue proceeding relating to
Funded Patent Rights. ZNOMICS shall inform MERCK of its decisions on such
proceedings promptly after the decisions are made. MERCK may elect to bear the
expense of engaging in any interference, opposition, reexamination or reissue
proceeding relating to Funded Patent Rights if ZNOMMICS elects not to engage in
such proceedings.




7.4           Enforcement and
Defense




(a)           For
Funded Patent Rights, ZNOMICS shall give MERCK notice of either (i) any
infringement of Funded Patent Rights, or (ii) any misappropriation or misuse of
ZNOMICS Know-How, that may come to ZNOMICS's attention. MERCK and ZNOMICS shall
thereafter consult and cooperate fUlly to determine a course of action,
including but not limited to the commencement of legal action by either or both
MERCK and ZNOMICS. to terminate any infringement of Funded Patent Rights or any
misappropriation or misuse of ZNOMICS Know-How. However, ZNOMICS. upon notice to
MERCK, shall have the first right to initiate and prosecute such legal action at
its own expense and in the name of ZNOMICS and MERCK, or to control the defense
of any declaratory judgment action relating to Funded Patent Rights or ZNOMICS
Know-How. ZNOMICS shall promptly inform MERCK if it elects not to exercise such
first right and MERCK shall thereafter have the right to either initiate and
prosecute such action or to control the defense of such declaratory judgment
action in the name of MERCK and, if necessary, ZNOMICS. Each Party shall have
the right to be represented by counsel of its own choice.




(b)           
In the event that ZNOMICS elects not to initiate and prosecute an action as
provided in paragraph (a), and MERCK elects to do so, the costs of any
agreed-upon course of action to terminate infringement of Funded Patent Rights
or misappropriation or misuse of ZNOMICS Know-How, including without limitation
the costs of any legal





16


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




action
commenced or the defense of any declaratory judgment, shall be shared equally by
ZNOMICS and MERCK.




(c)           For
any action to terminate any infringement of Funded Patent Rights or any
misappropriation or misuse of ZNOMICS Know-How, in the event that MERCK is
unable to initiate or prosecute such action solely in its own name, ZNOMICS will
join such action voluntarily and will execute and cause its Affiliates to
execute all documents necessary for MERCK to initiate litigation to prosecute
and maintain such action. In connection with any action, MERCK and ZNOMICS will
cooperate fully and will provide each other with any information or assistance
that either may reasonably request. Each Party shall keep the other informed of
developments in any action or proceeding, including, to the extent permissible
by law, consultation on and approval of any settlement, the status of any
settlement negotiations and the terms of any offer related thereto.




(d)           Any
recovery obtained by either or both MERCK and ZNOMICS in connection with or as a
result of any action contemplated by this Section, whether by settlement or
otherwise, shall be shared in order as follows:




(i) the
Party which initiated and prosecuted the action shall recoup all of its costs
and expenses incurred in connection with the action;




(ii) the
other Party shall then, to the extent possible, recover its costs and expenses
incurred in connection with the action; and




(iii) the
amount of any recovery remaining shall then be allocated between the Parties on
a pro rata
basis taking into consideration the relative economic losses suffered by each
Party.




(e)           ZNOMICS
shall inform MERCK of any certification regarding any Patent Rights it has
received pursuant to either 21 U.S.C. §§355(b)(2)(A}(iv) or U)(2)(A)(vii)(IV) or
its successor provisions, or any similar provisions in a country in the
Territory other than the United States, and shall provide MERCK with a copy of
such certification within five (5) days of receipt. ZNOMICS's and MERCK's rights
with respect to the initiation and prosecution of any legal action as a result
of such certification or any recovery obtained as a result of such legal action
shall be as defined in paragraphs 7.4 (a)-(d) hereof; provided, however, that
ZNOMICS shall exercise its first right to initiate and prosecute any action and
shall inform MERCK of such decision within ten (10) days of receipt of the
certification, after which time MERCK shall have the right to initiate and
prosecute such action. Regardless of which Party has the right to initiate and
prosecute such action, both Partjes shall, as soon as practicable after
receiving notice of such certification, convene and consult with each other
regarding the appropriate course of conduct for such action. The non-initiating
Party shall have the right to be kept fully informed and participate in
decisions regarding the appropriate course of conduct for such action, and the
right to join and participate in such action.




7.5           Patent Term
Restoration




The
Parties hereto shall cooperate with each other, including without limitation to
provide necessary information and assistance as the other Party may reasonably
request, in obtaining patent term restoration or supplemental protection
certificates or their equivalents in any country in the Territory where
applicable to Funded Patent Rights. In the event that elections
with




17


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




8.           TERM
AND TERMINATION




8.1           Term and
Expiration




This
Agreement shall be effective as of the Effective Date and unless terminated
earlier pursuant to Sections 8.2 or 8.3.1 below, this Agreement shall continue
in effect until the later of * for five (5) years after exercise by MERCK of a
Non-Exclusive Option or Exclusive Option for * pursuant to Section 3.2. Upon
expiration of this Agreement. MERCK's licenses pursuant to Section 3 and 3.3.2
shall become fully paid-up, perpetual licenses.




8.2           Termination by
MERCK




Notwithstanding
anything contained herein to the contrary, MERCK shall have the right to
terminate this Agreement in its entirety * at any time following twelve (12)
months after the Effective Date in its sale discretion by giving ninety (90)
days' advance written notice to ZNOMICS. No later than thirty (30) days after
the effective date of such termination, each Party shall return or cause to be
returned to the other Party all Information in tangible form received from the
other Party and all copies thereof; provided, however, that MERCK may retain any
Information reasonably necessary for MERCK's continued practice under any
Iicense(s) which do not terminate pursuant to this Section, and each Party may
keep one copy of Information received from the other Party in its confidential
files for record purposes. In the event of termination under this Section 8.2:
(i) MERCK shall pay all amounts then due and owing as of the termination date
and MERCK shall not be obligated to pay any license fees that would be payable
after such termination; and (ii) except for the surviving provisions set forth
in Section 8.4 hereof, the rights and obligations of the parties hereunder shall
terminate as of the date of such termination; provided, however, that MERCK
shall have a fUlly paid-up non-exclusive license to use ZNOMICS Information and
Inventions and ZNOMICS' interest in Joint Information and Inventions for
research purposes only.




8.3           Termination for
Cause




8.3.1Cause for
Termination. This Agreement may be terminated at any time during the term
of this Agreement upon written notice by either Party if the other Party is in
breach of its material obligations hereunder by causes and reasons within its
control and has not cured such breach within ninety (90) days after notice
requesting cure of the breach; provided, however, that in the
event of a good faith dispute with respect to the existence of a material
breach, the ninety (90) day cure period shall be tolled until such time as the
dispute is resolved pursuant to Section 9.6 hereof.




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission





18


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.





licenses
pursuant to Sections 3 and 3.3.2 shall become fully paid-up, perpetual licenses
and ZNOMICS shall, within thirty (30) days after the effective date of such
termination, return or cause to be returned to MERCK all Information in tangible
form. If ZNOMICS terminates this Agreement under Section 8.3.1, MERCK's licenses
pursuant to Sections 3 and 3.3.2 shall terminate as of such termination date and
MERCK shall, within thirty (30) days after the effective date of such
termination, return or cause to be returned to ZNOMICS all Information in
tangible form and substances or compositions delivered or provided by ZNOMICS,
as well as any other material provided by ZNOMICS in any medium.




8.4           Effect of Expiration or
Termination; Survival




Expiration
or termination of this Agreement shall not relieve the Parties of any obligation
accruing prior to such expiration or termination. Any expiration or termination
of this Agreement shall be without prejudice to the rights of either Party
against the other accrued or accruing under this Agreement prior to expiration
or termination. The provisions of Article 4 shall survive the expiration or
termination of this Agreement and shall continue in effect for ten (10) years
after the date of a particular disclosure of Information. In addition, the
provisions of Section 5.4 and Articles 1, 4, 6, 7, 8, and 9 (except for Section
9.2) shall survive any expiration or termination of this Agreement.




9.           MISCELLANEOUS




9.1           Force
Majeure




Neither
Party shall be held liable to the other Party nor be deemed to have defaulted
under or breached this Agreement for failure or delay in performing any
obligation under this Agreement to the extent that such failure or delay is
caused by or results from causes beyond the reasonable control of the affected
Party, potentially including, but not limited to, embargoes, war, acts of war
(Whether war be declared or not), insurrections, riots, civil commotions,
strikes, lockouts or other labor disturbances, fire, floods, or other acts of
God, or acts, omissions or delays in acting by any governmental authority or the
other Party. The affected Party shall notify the other Party of such force
majeure circumstances as soon as reasonably practical, and shall promptly
undertake all reasonable efforts necessary to cure such force majeure
circumstances.




9.2           Assignment




Except as
provided in this Section 9.2, this Agreement may not be assigned or otherwise
transferred, nor may any right or obligation hereunder be assigned or
transferred, by either Party without the consent of the other Party; provided, however, that MERCK
may, without such consent, assign this Agreement and its rights and obligations
hereunder to an Affiliate or in connection with the transfer or sale of all or
substantially all of its assets related to the subject




19


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




matter of
this Agreement, or in the event of its merger or consolidation or change in
control or similar transaction. Any attempted assignment not in accordance with
this Section 9.2 shall be void. Any permitted assignee shall assume all assigned
obligations of its assignor under this Agreement.




9.3           Severability




If anyone
or more of the provisions contained in this Agreement is held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless the absence of the invalidated provision(s) adversely
affects the substantive rights of the Parties. The Parties shall in such an
instance use their best efforts to replace the invalid, illegal or unenforceable
provision(s) with valid, legal and enforceable provision(s) which, insofar as
practical, implement the purposes of this Agreement.




9.4           Notices




All
notices which are required or permitted hereunder shall be in writing and
sufficient if delivered personally, sent by facsimile (and promptly confirmed by
personal delivery, registered or certified mail or overnight courier), sent by
nationally-recognized overnight courier or sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:









If
      to Znomics, to:
            Znomics,
      Inc.2611
      SW 3rd
      AvenueSuite
      200Portland,
      OR 97201Attention:
      Richard Sessions, CEOFacsimile
      No.:503/228-3290and:
            Attention:
      Steve LiebermanRothwell,
      Figg, Ernst & Manbeck1425
      K Street, N.W.,Suite
      800Washington,
      DC 20005Facsimile
      No.: 202/783-6031










20


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.







If
      to MERCK, to:
            Merck
      & Co., Inc.156
      E. Lincoln HighwayRahway,
      New Jersey 07086Attention:
      Tung Ming Fong, Ph.D.Director
      Metabolic DisordersMetabolic
      Disorders – DiabetesFacsimile
      No.: (732) 594-3337And
            Merck
      & Co., Inc.One
      Merck DriveP.O.
      Box 100With
      copy to:
            Whitehouse
      Station, NJ 08889-0100Attention:
      Office of SecretaryFacsimile
      No.: (908) 735-1246Invoices:
            Tung
      Ming Fong, Ph.D.Director
      Metabolic DisordersMetabolic
      Disorders – DiabetesMerck
      & Co., Inc.156
      E. Lincoln HighwayRahway,
      New Jersey 07086Facsimile
      No.: (732) 594-3337







or to
such other address(es) as the Party to whom notice is to be given may have
furnished to the other Party in writing in accordance herewith. Any such notice
shall be deemed to have been given: (a) when delivered, if personally delivered
or sent by facsimile on a business day (or if delivered or sent on a
non-business day, then on the next business day); (b) on the business day after
dispatch, if sent by nationally-recognized overnight courier; or (c) on the
fifth (5th)
business day following the date of mailing, if sent by mail.




9.5           Applicable
Law




This
Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey and the patent laws of the United States, without reference
to any rules of conflict of laws or renvoi.




9.6           Dispute
Resolution




9.6.1
            The
      Parties shall negotiate in good faith and use reasonable efforts to settle
      any dispute, controversy or claim arising from or related to this
      Agreement or the breach thereof. If the Parties do not fully settle, and a
      Party wishes to pursue the matter, each such dispute, controversy or claim
      that is not an "Excluded Claim" shall be finally resolved by binding
      arbitration in accordance with the Commercial Arbitration Rules
      and




21


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




Supplementary
Procedures for Large Complex Disputes of the American Arbitration Association
("AAA"), and judgment on the arbitration award may be entered in any court
having jurisdiction thereof.




9.6.2
            The
      arbitration shall be conducted by a panel of three persons experienced in
      the pharmaceutical business: within thirty (30) days after initiation of
      arbitration, each Party shall select one person to act as arbitrator; and
      the two Party-selected arbitrators shall select a third arbitrator within
      thirty (30) days of their appointment. If the arbitrators selected by the
      Parties are unable or fail to agree upon the third arbitrator, the third
      arbitrator shall be appointed by the AAA. The place of arbitration shall
      be New York, New York, and all proceedings and communications shall be in
      English.




9.6.3
            Either
      Party may apply to the arbitrators for interim injunctive relief until the
      arbitration award is rendered or the controversy is otherwise resolved.
      Either Party also may, without waiving any remedy under this Agreement,
      seek from any court having jurisdiction any injunctive or provisional
      relief necessary to protect the rights or property of that Party pending
      the arbitration award. The arbitrators shall have no authority to award
      punitive or any other type of damages not measured by a Party's
      compensatory damages. Each Party shall bear its own costs and expenses and
      attorneys' fees and an equal share of the arbitrators' fees and any
      administrative fees of arbitration.




9.6.4
            Except
      to the extent necessary to confirm an award or as may be required by law,
      neither a Party nor an arbitrator may disclose the existence, content, or
      results of an arbitration without the prior written consent of both
      Parties. In no event shall an arbitration be initiated after the date when
      commencement of a legal or equitable proceeding based on the dispute,
      controversy or claim would be barred by the applicable New York statute of
      limitations.




9.6.5
            The
      Parties agree that, in the event of a dispute over the nature or quality
      of performance under this Agreement, neither Party may terminate this
      Agreement until final resolution of the dispute through arbitration or
      other judicial determination. The Parties further agree that any payments
      made pursuant to this Agreement pending resolution of the dispute shall be
      refunded if an arbitrator or court determines that such payments are not
      due.




9.6.6
            As
      used in this Section, the term "Excluded Claim" shall
      mean a dispute, controversy or claim that concerns (a) the validity or
      infringement of a patent, trademark or copyright; or (b) any antitrust,
      anti-monopoly or competition law or regulation, whether or not
      statutory.




9.7           Entire Agreement;
Amendments




This
Agreement contains the entire understanding of the Parties with respect to the
Research and the licenses granted hereunder. Any other express or implied
agreements and understandings, either oral or written, with regard to the
Research or the licenses granted hereunder are superseded by the terms of this
Agreement. The Parties expressly agree that the Fee for Service Agreement dated
December 20, 2004 for the characterization of zebrafish by ZNOMICS on behalf of
MERCK shall remain in full force and effect and is not superceded by this
Agreement. This Agreement may be amended, or any term hereof modified, only by a
written instrument duly executed by authorized representatives of both Parties
hereto.





22


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




9.8           Headings




The
captions to the several Articles and Sections hereof are not a part of this
Agreement, but are merely for convenience to assist in locating and reading the
several Articles and Sections hereof.




9.9           Independent
Contractors




It is
expressly agreed that ZNOMICS and MERCK shall be independent contractors and
that the relationship between the Parties shall not constitute a partnership,
joint venture or agency. Neither ZNOMICS nor MERCK shall have the authority to
make any statements, representations or commitments of any kind, or to take any
action, which shall be binding on the other Party, without the prior written
consent of the other Party.




9.10
Waiver




The
waiver by either Party hereto of any right hereunder, or of any failure of the
other Party to perform, or of any breach by the other Party, shall not be deemed
a waiver of any other right hereunder or of any other breach by or failure of
such other Party, whether of a similar nature or otherwise.




9.11
Cumulative
Remedies




No remedy
referred to in this Agreement is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to in this Agreement or
otherwise available under law.




9.12 Waiver of Rule of
Construction




Each
Party has had the opportunity to consult with counsel in connection with the
review, drafting and negotiation of this Agreement. Accordingly, the rule of
construction that any ambiguity in this Agreement shall be construed against the
drafting Party shall not apply.




9.13
Counterparts




This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.




IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the date first set forth
above.





23


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.







MERCK
      & CO., INC.
            ZNOMICS,
      INC.BY:
      _________________________
            BY:
      /s/ Richard
  SessionsTITLE:
            TITLE:
      Chief Executive OfficerDATE:
      27-OCT-2005
            DATE:
      October 4,
  2005












24


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




SCHEDULES









SCHEDULE
1.27PATENT
RIGHTS


(This
schedule is blank at the date and time of execution of this
agreement.)







SCHEDULE
2.1   RESEARCH




Znomics
Work Plan




Scientific
Rationale




*




Objective




*




Scientific
Plan and Research Strategy




*
The confidential portion has been omitted and filed separately with the
Securities and Exchange Commission


25
 * Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.




*




26


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.


*




27


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.





*




28


* Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.





Bibliography




*