Exhibit
      10.10





**PATENT
      LICENSE AND SETTLEMENT AGREEMENT**




This
      Patent License and Settlement Agreement, effective as of July 1, 2007
      (hereinafter, "Effective Date"), is made by and between Health Discovery
      Corporation ("HDC"), a Texas corporation having its principal place of business
      at 2 East Bryan Street, Savannah, GA 31405, and Ciphergen Biosystems, Inc.
      (“Ciphergen”), a Delaware corporation having its principal place of business at
      6611 Dumbarton Circle, Fremont, CA 94555 (referred to herein collectively as
      “the Parties” and individually as a “Party”).





**RECITALS**





WHEREAS,
      the Parties have been involved in litigation concerning, among other things,
      the
      alleged infringement by Ciphergen of certain patents owned by HDC and related
      counterclaims asserted by Ciphergen in Health Discovery Corporation v. Ciphergen
      Biosystems, Inc. Case No. 07-00285-CRB, pending as of the Effective Date in
      the
      United States District Court for the Northern District of California (“Pending
      Litigation”); and





WHEREAS,
      Ciphergen and HDC, wishing to avoid the expense of further litigation, have
      agreed to settle such Pending Litigation pursuant to the terms set forth below
      without either Party making any admission of any liability and, as part of
      the
      settlement, HDC has agreed, among other things, to grant to Ciphergen certain
      licenses, releases, and immunities from suit with respect to certain patents,
      and Ciphergen has agreed to pay certain fees and to grant HDC certain releases
      from suit with respect to its counterclaims.





NOW,
      THEREFORE, in consideration of the mutual covenants, representations, warranties
      and other terms and conditions contained herein, the sufficiency of which is
      hereby acknowledged, the Parties hereto agree as follows:




**ARTICLE
      I.** **DEFINITIONS**





As
      used
      in this Agreement, the following terms, whether used in singular or in plural,
      shall have the respective meanings set forth below:





1.1
      “Change in Control” with respect to Ciphergen means (a) any consolidation or
      merger of Ciphergen with or into any other entity in which the holders of
      Ciphergen’s outstanding shares immediately before such consolidation or merger
      do not, immediately after such consolidation or merger, retain stock
      representing a majority of the voting power of the surviving entity or stock
      representing a majority of the voting power of an entity that wholly owns,
      directly or indirectly, the surviving entity; (b) the sale, transfer or
      assignment of securities of Ciphergen representing a majority of the voting
      power of all Ciphergen’s outstanding voting securities to an acquiring party or
“group” (as defined under the Securities Exchange Act of 1934, as amended); (c)
      the sale of all or substantially all of Ciphergen’s business or assets; or (d)
      any series of related transactions that would fall within clause (a), (b) or
      (c)
      above if viewed as a single transaction.









1.2 "Valid
      Patent Claim" shall mean a claim of an issued, maintained, and unexpired patent
      included within the Licensed Patents, which has not been revoked or held
      unenforceable or invalid by a final decision of a court or other governmental
      agency of competent jurisdiction having authority over said patent and that
      final decision is not appealed or is unappealable, and which has not been
      admitted to be invalid or unenforceable through reissue, disclaimer or other
      similar means.





**ARTICLE
      II.** **RELEASES
      AND SETTLEMENT**





2.1 Mutual
      Release .
      Each
      Party, on behalf of itself and its affiliates, agents, officers, directors,
      shareholders, employees, successors and assigns (“Associated Parties”), hereby
      irrevocably releases and forever discharges each other Party and its affiliates,
      agents, officers, directors, shareholders, employees, scientific advisory board
      members, attorneys, successors, assigns, and heirs (collectively, “Released
      Parties”) of and from any and all claims, counterclaims, demands, actions,
      causes of action, damages, liabilities, losses, payments, obligations, costs
      and
      expenses (including, without limitation, attorneys’ fees and costs) of any kind
      or nature, past or present, fixed or contingent, direct or indirect, in law
      or
      equity, several or otherwise, known or unknown, suspected or unsuspected, that
      arise from or relate in any way to any act or omission committed by a Party
      prior to the Effective Date (“Released Claims”). The foregoing release shall not
      apply to each Party’s obligations required to be performed under this Agreement
      and shall not apply to any activity that continues beyond the Effective Date.





2.2 Waiver .
      Each
      Party, on behalf of itself and its Affiliates, agents, representatives,
      officers, directors, shareholders, employees, attorneys, advisors, insurers,
      successors and assigns, hereby irrevocably and forever waives all rights it
      may
      have arising under California Civil Code Section 1542 (or any analogous
      requirement of law) with respect to the foregoing release. Each Party
      understands that Section 1542 provides that:





A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.





Each
      Party acknowledges that it has been fully informed by its counsel concerning
      the
      effect and import of this Agreement under California Civil Code Section 1542
      and
      other requirements of law.





2.3 Dismissal
      of Pending Litigation .
      Within
      ten (10) days after the Effective Date, the Parties shall cause to be completed,
      executed and filed with the applicable court a stipulated dismissal with
      prejudice of the Pending Litigation consistent with this Agreement and in the
      form attached hereto as Attachment B (the “Dismissal”).





2.4 No
      Admission .
      This
      Agreement is entered into in order to compromise and settle disputed claims,
      without any acquiescence on the part of any Party as to the merit of any claim,
      defense, affirmative defense, counterclaim, liabilities or damages related
      to
      any patent rights and/or the Pending Litigation. Neither this Agreement nor
      any
      part thereof shall be, or be used as, an admission of infringement or liability
      by anyone, at any time for any purpose.









**ARTICLE
      III.** **LICENSE
      GRANT**





3.1
      License: HDC grants to Ciphergen a worldwide, non-exclusive, fully
      paid-up ,
      royalty-free license
      to the patents and
      pending patent applications (“the Licensed Patents”) identified in attached
      Schedule A ,
      including any divisionals, continuations or continuations-in-part of the
      Licensed Patents to the extent that they have claims covering the Licensed
      Field, which is defined as follows :





(a)  Manufacture ,
      offer
      for sale, sale ,
      use and/or importation of
      SELDI-based mass spectrometers and  Associated Software, which is defined
      as the software developed and sold by Ciphergen under the trademarks
      ProteinChip ® Software, Biomarker Patterns TM
      Software ,
      and
      CiphergenExpress TM
      Software (whether done by Ciphergen or by a third party on Ciphergen’s behalf). Customers
      of Ciphergen will have an implied license to utilize the Licensed Patents when
      using SELDI instruments purchased from Ciphergen  with the Associated 
Software, but will have no
      separate right to use Support Vector Machine (SVM)  technology as claimed
      in the Licensed Patents apart from their use of the SELDI-based mass
      spectrometers  with the Associated Software, which expressly excludes the
      addition or substitution  of third party-based SVM technology to or
      for  the Associated Software;





(b)  Use
      of
      SVM software in conjunction with a SELDI-based mass spectrometer by Ciphergen
      and/or a research institution(s), pursuant to or in connection with a
      collaboration between Ciphergen and such research institution(s) and primarily
      for Ciphergen’s benefit; and





(c)  Development,
      clinical testing and/or commercialization of tests or test kits, utilizing
      the
      methods described in paragraph 3.1(b), which are commercialized by Ciphergen
      and/or subsequently transferred by Ciphergen to a Ciphergen partner or third
      party for commercialization.





3.2 Assignment :
      Ciphergen may not assign its rights under this Agreement without the written
      consent of HDC, with the exception that Ciphergen may assign its rights under
      this agreement to a wholly-owned subsidiary without HDC’s consent. Any
      assignment hereunder of Ciphergen’s obligations under this Agreement shall
      specifically obligate the assignee to perform the payment obligations under
      Article IV.





**ARTICLE
      IV.** **FEES**





4.1 Fees .
      In
      exchange for the grant by HDC of the license as described above and the
      covenants contained herein, Ciphergen shall pay HDC the sum of $600,000 over
      a
      two year period. The payment by Ciphergen to HDC is agreed to be on the
      following schedule:





Event
            AmountSigning
                of the License Agreement
            $200,0003
                Months After Signing
            $100,00012
                Months After Signing
            $150,00024
                Months After Signing
            $150,000Total:
            $600,000









and
      be
      made by wire transfer of immediately available funds to:





***WIRING
      INSTRUCTIONS***


**_____________________**





*Name
      of Bank:*     *_________________*


_________________


_________________




*Bank
      ABA Routing
      No.:* *_________________*





*Bank
      Account
      No.:* *_________________*





*Bank
      Account
      Name:* *_________________*


_________________





*Contact:* *_________________*


_________________





4.2 Late
      Payments .
      Payments late by more than forty-five (45) days shall bear an interest at the
      rate of 2% over the prime rate in effect at Citibank, Manhattan on the due
      date,
      not to exceed the maximum rate permitted by law. Payments late by more than
      sixty (60) days shall be deemed to be a breach of this Agreement and shall
      immediately terminate any sublicenses granted by Ciphergen hereunder, any
      implied licenses enjoyed by Ciphergen’s customers, and the provisions of Article
      7.1.





**ARTICLE
      V.** **TERM
      AND TERMINATION**





5.1 Termination
      and Expiration .
      This
      Agreement shall be effective as of the Effective Date, even though necessary
      ratifying signatures may be at a later date, and shall remain in full force
      and
      effective until expiration of the last Valid Patent Claim.





5.2 Impact
      of Change in Control .
      Upon a
      change in control, the successor in interest shall fulfill all obligations
      Ciphergen has under this Agreement and shall acquire the rights Ciphergen has
      under this Agreement pursuant to Article III.





5.3 Insolvency .
      Should
      Ciphergen (a) become insolvent or unable to pay its debts as they mature, or
      (b)
      make an assignment of substantially all of its business assets for the benefit
      of creditors, or (c) permit or procure the appointment of a receiver for
      substantially all of its business assets, or (d) become the subject of any
      bankruptcy, insolvency or similar proceeding and be unable to perform its
      obligations hereunder, then HDC may at any time thereafter on written notice
      to
      Ciphergen, effective forthwith, cancel this Agreement and any sublicenses
      granted by Ciphergen hereunder, any implied licenses enjoyed by Ciphergen’s
      customers, and negate the releases and discharges granted by HDC pursuant to
      this Agreement.









**ARTICLE
      VI.** **REPRESENTATIONS,
      WARRANTIES AND COVENANTS**





6.1 HDC
      Representations, Warranties and Covenants .
      HDC
      represents, warrants and covenants that (a) HDC has the full power to enter
      into
      this Agreement and to perform its obligations hereunder; (b) HDC is the owner
      of
      the entire right, title and interest in and to the Licensed Patents; (c) HDC
      has
      the sole right and authority to enter into this Agreement and grant the rights,
      licenses, releases and immunities granted hereunder, without the need for any
      licenses, releases, consents, approvals or immunities not yet granted or
      obtained; (d) HDC has not previously granted and shall not grant any rights
      in
      the HDC Licensed Patents in the Licensed Field that are inconsistent with the
      rights and licenses granted to Ciphergen herein or that would cause Ciphergen
      not to have a fully paid-up, worldwide, non-exclusive, right and license under
      the Licensed Patents in the Licensed Field; and (e) Attachment A includes all
      patents and patent applications within the Licensed Field existing as of the
      Effective Date.





6.2 Ciphergen
      Representations, Warranties and Covenants .
      Ciphergen represents, warrants and covenants that (a) Ciphergen has the full
      power to enter into this Agreement and to perform its obligations hereunder;
      and
      (b) Ciphergen represents that it has no interest in and no claim to any of
      the
      Licensed Patents except as expressly granted in this Agreement.





6.3
      Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTIONS 6.1 and 6.2
      OF
      THIS AGREEMENT, NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
      EXPRESS OR IMPLIED.





**ARTICLE
      VII.** **MISCELLANEOUS
      PROVISIONS**





7.1 Covenant
      not to Sue : HDC
      agrees that neither HDC nor any affiliate of HDC will sue Bio-Rad, any Bio-Rad
      affiliate or any third party acting on Bio-Rad’s behalf (including Salford
      Systems), for its manufacture, offer for sale, sale , use ,
      and
      importation of
      SELDI-based mass spectrometers when used with the Associated Software. Nothing
      herein, however, gives Bio-Rad any separate right to use Support Vector Machine
      technology as claimed in the Licensed Patents apart from the SELDI-based mass
      spectrometers and Associated Software and the SELDI instrumentation business
      that Bio-Rad acquired from Ciphergen, which expressly excludes the addition
      or
      substitution of third party-based SVM technology to or for the
      Associated Software. This covenant shall be binding upon, and inure to, the
      benefit of the parties, their successors, assigns and executors, administrators,
      personal representatives and heirs. Further, this covenant not to sue is
      intended to “run with” the patent rights in question. Accordingly, if HDC
      assigns such patent rights or any right to enforce such patent rights to any
      third party, the relevant assignment agreement shall include a provision
      pursuant to which the assignee agrees that its ownership of such patent rights
      is subject to, and it will comply with and honor, the covenants set forth
      herein.





7.2 Agreement
      to Arbitrate : Any
      dispute arising out of or related to this Agreement shall be addressed diligently and in good faith by the Parties. In the event such dispute cannot
      be
      resolved within (30) days from the date on which either Party notified the
      other
      Party in writing of such dispute (or such longer time as agreed upon by the
      Parties), the matter shall be submitted to binding arbitration. For this
      purpose, HDC and
      Ciphergen agree to forgo
      a
      jury trial and arbitrate
      any future dispute related
      to this Agreement in San
      Francisco, California, before a single arbitrator that
      is acceptable to both Parties.









7.3 Governing
      Law .
      This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of Delaware (without giving effect to the laws,
      rules or principles thereof regarding conflict of laws); provided, however,
      that
      all questions with respect to the interpretation of the claims and the validity
      of any patents or patent applications shall be determined in accordance with
      the
      laws of the respective country in which such patents or patent applications
      shall have been granted or filed, as applicable.




7.4 Notices .
      Any
      notice, request, demand or other communication required or permitted hereunder
      shall be in writing, shall reference this Agreement and shall be deemed to
      be
      properly given: (a) when delivered personally; (b) when sent by facsimile,
      with
      written confirmation of receipt; (c) five (5) business days after having been
      sent by registered or certified mail, return receipt requested, postage prepaid;
      or (d) two (2) business days after deposit with a private industry express
      courier, with written confirmation of receipt. All notices shall be sent to
      the
      address set forth below (or to such other address or person as may be designated
      by a Party by giving written notice to the other Party pursuant to this
      section).




Health
                Discovery Corporation
            Ciphergen
                Biosystems, Inc.Attention:
                Chief Executive Officer
            Attention:
                President and Chief Executive Officer2
                East Bryan Street
            6611
                Dumbarton CircleSavannah,
                GA 31401
            Fremont,
                CA 94555




7.5 Waiver .
      A
      waiver, express or implied, by either HDC or Ciphergen of any right under this
      Agreement or of any failure to perform or breach hereof by the other Party
      hereto shall not constitute or be deemed to be a waiver of any other right
      hereunder or of any other failure to perform or breach hereof by such other
      Party, whether of a similar or dissimilar nature thereto.




7.6 Severability .
      If any
      provision of this Agreement is unenforceable or invalid under any applicable
      law
      or is so held by applicable court decision, such unenforceability or invalidity
      shall not render this Agreement unenforceable or invalid as a whole, and, in
      such event, such provision shall be changed and interpreted so as to best
      accomplish the objectives of the Parties within the limits of applicable law
      or
      applicable court decision.




7.7 Force
      Majeure .
      In the
      event any Party hereto is prevented from or delayed in the performance of any
      of
      its obligations hereunder by reason of acts of God, war, strikes, riots, storms,
      fires or any other cause whatsoever beyond the reasonable control of the Party,
      the Party so prevented or delayed shall be excused from the performance of
      any
      such obligation to the extent and during the period of such prevention or
      delay.




7.8 Cumulative
      Remedies .
      The
      rights and remedies of the Parties as set forth in this Agreement are not
      exclusive and are in addition to any other rights and remedies now or hereafter
      provided by law or at equity.









7.9 Captions
      and Headings .
      The
      captions and headings used in this Agreement are inserted for convenience only,
      do not form a part of this Agreement, and shall not be used in any way to
      construe or interpret this Agreement.




7.10 Construction .
      This
      Agreement has been negotiated by the Parties and shall be interpreted fairly
      in
      accordance with its terms and without any construction in favor of or against
      any Party.




7.11 Counterparts .
      This
      Agreement may be executed (including, without limitation, by facsimile
      signature) in one or more counterparts with the same effect as if the parties
      had signed the same document. Each counterpart so executed shall be deemed
      to be
      an original, and all such counterparts shall be construed together and shall
      constitute one Agreement.




7.12 Entire
      Agreement; Amendment .
      This
      Agreement, including the Exhibit(s) attached hereto which are incorporated
      herein by reference, constitutes the entire understanding and only agreement
      between the Parties with respect to the subject matter hereof and supersedes
      any
      and all prior or contemporaneous negotiations, representations, agreements
      and
      understandings, written or oral, that the Parties may have reached with respect
      to the subject matter hereof. No agreements altering or supplementing the terms
      hereof may be made except by means of a written document signed by the duly
      authorized representatives of each of the Parties hereto.






IN
      WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed
      in
      duplicate by their duly authorized officers.





HEALTH
      DISCOVERY CORPORATION





Agreed
      by: /s/ Stephen D. Barnhill


Printed
      Name: Stephen D. Barnhill


Title:
      Chief Executive Officer


Date:
      July 10, 2007





CIPHERGEN
      BIOSYSTEMS, INC.





Agreed
      by: /s/ Gail S. Page


Printed
      Name: Gail S. Page


Title:
      Chief Executive Officer


Date:
      July 5, 2007










**ATTACHMENT
      A**




**Licensed
      Patents**




**LICENSED
      INTELLECTUAL PROPERTY**


Country/
              Region
            Patent/Publication/
              Application
                No.
            DescriptionU.S.
            6,128,608
            Enhancing
                Knowledge Discovery Using Multiple Support Vector
                MachinesU.S.
            6,427,141
            Enhancing
                Knowledge Discovery Using Multiple Support Vector
                MachinesU.S.
            6,658,395
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesU.S.
            6,760,715
            Enhancing
                Biological Knowledge Discovery Using Multiple Support Vector
                MachinesU.S.
            6,789,069
            Method
                of Identifying Patterns in Biological Systems and Method of
                UsesU.S.
            6,882,990
            Method
                of Identifying Biological Patterns Using Multiple Data
                SetsAustralia
            764897
            Pre-processing
                and Post-processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesAustralia
            780050
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesChina
            ZL00808062.3
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesEurope
            1192595
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesNorway
            319,838
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesSouth
                Africa
            00/7122
            Pre-processing
                and Post-processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesCanada
            2,330,878
            Pre-Processing
                and Post-Processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesEurope
            1082646
            Pre-Processing
                and Post-Processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesHong
                Kong
            011065063
            Pre-Processing
                and Post-Processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesIndia
            2000/00580
            Pre-Processing
                and Post-Processing for Enhancing Knowledge Discovery Using Support
                Vector
                MachinesCanada
            2,371,240
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesIndia
            2001/01329
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesIsrael
            146705
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesJapan
            2000-620577
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesSouth
                Korea
            7015064/2001
            Enhancing
                Knowledge Discovery from Multiple Data Sets Using Multiple Support
                Vector
                MachinesCanada
            2,388,595
            Method
                of Identifying Patterns in Biological Systems and Method of
                UsesEurope
            1236173
            Method
                of Identifying Patterns in Biological Systems and Method of
                UsesGermany
            60024452
            Method
                of Identifying Patterns in Biological Systems and Method of Uses
                (German
                patent from EP1236173)Japan
            2001-534088
            Method
                of Identifying Patterns in Biological Systems and Methods of
                Uses










**ATTACHMENT
      B**




**Dismissal**