<PAGE>   1
                                                                   EXHIBIT 10.30












                                LICENSE AGREEMENT


                                     between

                                AFFYMETRIX, INC.

                                       and

                             GENOMIC SOLUTIONS INC.



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<TABLE>

CONTENTS
--------



<S>                                                                                                 <C>
1.   DEFINITIONS....................................................................................  2

2.   GRANTS.........................................................................................  7

3.   FEES........................................................................................... 11

4.   RECORDS, ACCOUNTS AND PAYMENTS................................................................. 14

5.   DURATION OF AGREEMENT.......................................................................... 16

6.   MISCELLANEOUS.................................................................................. 17

</TABLE>






<PAGE>   3



This License Agreement (the "Agreement"), effective as of this     day of
December, 2000 (the "Effective Date"), is between Affymetrix, Inc., a Delaware
corporation, hereinafter referred to as "Affymetrix" and GENOMIC SOLUTIONS INC.,
a Delaware corporation hereinafter referred to as "GENOMIC."

1.       DEFINITIONS

         Whenever used in this Agreement, the following terms shall have the
meanings set forth below:

1.1      "Affiliates" as applied to Affymetrix shall mean all present and
         future companies (other than Affymetrix) whose outstanding stock
         carrying the right to vote for or appoint directors thereof is more
         than fifty percent (50%) owned or controlled, directly or indirectly,
         by Affymetrix but only so long as such ownership or control exists.
         "Affiliates" as applied to GENOMIC shall mean all present and future
         companies (other than GENOMIC) whose outstanding stock carrying the
         right to vote for or appoint directors thereof is more than fifty
         percent (50%) owned or controlled, directly or indirectly, by GENOMIC,
         but only for so long as such ownership or control exists. The parties
         acknowledge and agree that any licenses under this Agreement are
         intended to provide a license only to the parties hereto and that
         "control(led)" as used in the Agreement in the context of corporate
         governance means the power to direct (including through multiple
         corporate subsidiary tiers) day-to-day operations, management, and
         policies. Therefore, "Affiliates" of the parties hereto includes those
         Affiliates where a party has operational control of such Affiliate,
         but only for so long as such control exists. Affiliates do not include
         parties under any arrangement, legally or otherwise set up, that
         allows a third party to direct the day-to-day operations, management,
         or policies of any affiliate or any other entity to take advantage of
         the licenses provided hereunder.

1.2      "Array Maker" shall mean an arrayer instrument and related computer
         hardware and software and reagents, if any, for use with fabricating
         Nucleic Acid Array(s) by Mechanical (non-photolithographic)
         Fabrication Methods.

1.3      "Custom Array" shall mean a Nucleic Acid Array designed and
         manufactured by GENOMIC for a particular third party customer
         exclusively for such customer's internal use as permitted herein and
         not for resale.

1.4      "Contract Year" shall mean the time period beginning on the Effective
         Date initially (and each Contract Year anniversary of the Effective
         Date thereafter), and ending twelve (12) months thereafter.






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<PAGE>   4



1.5      "Database" shall mean a collection of information derived from
         Nucleic Acid Arrays which is licensed in whole or in part to more than
         one party with the understanding that the information will be used to
         derive additional information without substantial additional direction
         or control of the party licensing the information. For the avoidance
         of doubt, a party with multiple affiliate sites (more than 50% owned
         or controlled), or a group of academic, not-for-profit or government
         institutions engaged in a bona fide research collaboration, shall be
         considered "one party" for purposes of this definition.

1.6      "Distributors" mean PerkinElmer, Inc. and any other distributors of
         GENOMIC's products, as permitted herein.


1.7      "End User" shall mean the person or entity or their affiliates whose
         primary purpose is to use a Nucleic Acid Array to further their
         pharmaceutical or diagnostic research within the Licensed Genetic
         Analysis Field.

1.8      "Form Factor Compatible" shall mean a Nucleic Acid Array and use
         instructions that enable the Nucleic Acid Array to be read by a
         nucleic acid array reader made for or by Affymetrix that is capable of
         reading a 1" x 3" slide Nucleic Acid Array made by a Mechanical
         Fabrication Method.

1.9      "GATC Compliant" shall mean software that complies with the
         then-current software specification set forth by the Genetic Analysis
         Technology Consortium ("GATC").

1.10     "Gene" shall refer to a nucleic acid sequence encoding a distinct
         messenger RNA and protein as well as polymorphic variants of such
         sequence, provided that such polymorphic variants must have at least
         ninety-nine and nine tenths percent (99.9%) homology with the
         underlying gene.

1.11     "Licensed Genetic Analysis Field" shall mean the measurement of the
         presence, absence or level of an expressed messenger RNA in cells for
         use in pharmaceutical or diagnostic research provided that any one
         Nucleic Acid Array shall contain no more than five thousand (5000)
         Spots. The Licensed Genetic Analysis Field shall not include
         genotyping, single nucleotide polymorphism (SNP) discovery or
         analysis, or use in a clinical diagnostic setting where data from an
         individual sample is given to such individual or used by their
         specific health caregiver for the purpose of diagnosis or treatment of
         a medical condition.

1.12     "Mechanical Fabrication Methods" shall mean any method for the
         fabrication of Nucleic Acid Arrays on a solid support by placement of
         fully synthesized nucleic acids or polynucleotides having more than
         four (4) bases (including clones, oligonucleotides or PCR products),
         solely through mechanical deposition of such



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<PAGE>   5






         materials at specific locations on the support. Without limiting the
         above, it is understood that the synthesis of an array in which regions
         of an array are activated or prepared for placement of materials by
         means of controlled direction of electromagnetic and/or electrochemical
         energy at a portion of a support or in situ synthesis is not a
         Mechanical Fabrication Method.

1.13     "Net Sales" shall mean the gross amounts invoiced by GENOMIC, and its
         Affiliates pursuant to Section 2.10, arising from the sale, lease or
         other transfer of a Nucleic Acid Array licensed hereunder (including
         without limitation design and gridding fees relating to Custom Arrays)
         to an unaffiliated End User, less those of the following actually
         incurred and invoiced by GENOMIC and its Affiliates as all element of
         such sales (such deductions herein being referred to as "Set Offs"):
         transportation; special packing and crating charges; insurance; custom
         duties; returns; allowances in lieu of actual returned or rejected
         products; sales, VAT, use and turnover taxes (excluding income or
         franchise taxes of any kind); and adjustments for invoice errors (such
         as pricing errors) that do not involve product returns. For purposes of
         sales by GENOMIC or its Affiliates to Distributors, "Net Sales" shall
         mean the greater of (i) the transfer price charged by GENOMIC or its
         Affiliate to each Distributor for Nucleic Acid Arrays, or (ii)
         GENOMIC's average selling price of Nucleic Acid Arrays sold to End
         Users during the calendar quarter to which the royalty calculation
         under Section 3 relates (excluding contract services) multiplied by the
         number of Nucleic Acid Arrays sold to such Distributor during such
         quarter, less any Set Offs. For the avoidance of doubt, GENOMIC shall
         at all times act in commercially reasonable good faith (including the
         use of generally acceptable accounting principles, consistently
         applied) and GENOMIC shall not intentionally or knowingly
         inappropriately or inaccurately apportion amounts invoiced for the
         purpose or effect of circumventing or depriving Affymetrix of the
         benefit of this definition. The value of GENOMIC products transferred
         by GENOMIC or its Affiliates to unaffiliated End Users or Distributors
         as free samples or the use of products by GENOMIC or Distributors for
         sales demonstration purposes or for quality control or other internal,
         non-revenue generating purposes (including GENOMIC's internal research
         and development to develop Nucleic Acid Arrays) shall not be included
         in the calculation of Net Sales providing the total number of
         non-revenue generating products shall not exceed more than two percent
         (2%) of the volume of arrays sold during any one calendar year.
         Internal use of Nucleic Acid Arrays for pharmaceutical and/or
         diagnostic research is included in the calculation of Net Sales. In the
         event a product is sold in combination with other apparatus or
         products, as part of a kit, or in any other combination, and the
         licensed product is not sold separately and no list price exists for
         the product, the Net Sales of the licensed product shall be determined
         by multiplying the aggregate selling price of the combination by a
         fraction the numerator of which shall be actual costs for the product
         and the





                                       4

<PAGE>   6




         denominator of which shall be the actual cost for the total combination
         as determined by generally accepted accounting principals in the
         quarter of the safe. In the event that both the licensed product and
         other product have separate list prices but are being sold at a
         combination price which is less than the total of the separate list
         prices, then the Net Sales of the licensed product shall be determined
         by multiplying the invoice price charged for the combination by a
         fraction, the numerator of which is the list price of the licensed
         product and the denominator of which is the sum of the list prices of
         the licensed product and such other products. In the event that
         licensed products are transferred to unaffiliated End Users or
         Distributors for non-cash consideration or where no invoice is
         generated, Net Sales of such licensed products shall be valued by
         determining the value of similar arrays marketed and sold to
         unaffiliated End Users for cash. "Net Sales" of products licensed
         hereunder and used internally by GENOMIC or its Affiliates for
         pharmaceutical or diagnostic research shall be the value of similar
         arrays marketed to an unaffiliated End User. With respect to any
         revenues received in currencies other than U.S. Dollars, all amounts
         shall be converted into U.S. Dollars in accordance with U.S. generally
         accepted accounting principles, consistently applied, and reported in
         U.S. Dollars.

1.14     "Nucleic Acid Array" shall mean an array of diverse nucleic acids or
         polynucleotides at defined locations on a single solid support,
         produced by a Mechanical Fabrication Method with a probe density
         claimed in Affymetrix' Patent Rights and read using fluorescent,
         colormetric or radioactive detection. However, for the purposes of the
         licenses to Affymetrix pursuant to Sections 2.7 and 3.4 and the release
         to Affymetrix pursuant to Section 2.8, a "Nucleic Acid Array" shall
         mean an array of diverse nucleic acids or polynucleotides at defined
         locations on a single solid support.

1.15     "Party(ies)" shall refer to Affymetrix and/or GENOMIC.

1.16     Affymetrix' "Patent Rights" shall be those arising from, and only
         those arising from, the patents and applications listed in Exhibit 1,
         and all continuations, continuations- in-part, divisions,
         reexaminations and reissues thereof, and any corresponding foreign
         patent applications that may be filed in the future claiming priority
         thereto, and any patents, patents of addition or other equivalent
         foreign patent rights issuing, granted or registered thereon that claim
         priority to or claim common priority with one or more of the patents or
         applications listed in Exhibit 1. Affymetrix' "Patent Rights" shall
         also include those U.S. and foreign patents owned by Affymetrix that
         issue prior to the ***** of the Agreement, depending upon which time
         period is applicable, which would otherwise ***** by the Nucleic Acid
         Arrays or their use as permitted in Section 2 below, but only to the
         extent that such patents claim ***** Nucleic Acid Arrays, and provided
         further that this shall not include (a) means or methods for









    *****Certain information on this page has been omitted and filed separately
         with the Commission. Confidential treatment has been requested for the
         omitted portion.


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<PAGE>   7


         the manufacture of nucleic acid arrays other than Mechanical
         (non-photolithographic) Fabrication Methods, (b) specific genes, (c)
         computer software for using the data generated from the use of nucleic
         acid arrays, (d) arrayers, scanners or other instrument systems for
         using nucleic acid arrays, (e) pre-treatment of samples prior to their
         interaction with a nucleic acid array, (f) any third party patent, nor
         (g) any patent relating to an invention owned by a third party or
         jointly invented by such third party and Affymetrix where there are
         restrictions with respect to Affymetrix' ability to grant licenses or
         sublicenses. Affymetrix may add additional patents to the Patent Rights
         at its sole option upon written notice to GENOMIC. GENOMIC's "Patent
         Rights" shall be those arising from, and only those arising from, the
         patents and applications filed or claiming priority prior to the five
         (5) year anniversary or ten (10) year anniversary of the Agreement,
         depending upon which time period is applicable, and all continuations,
         continuations-in-part, divisions, reexaminations and reissues thereof,
         and any corresponding foreign patent applications that may be filed in
         the future claiming priority thereto, and any patents, patents of
         addition or other equivalent foreign patent rights issuing, granted or
         registered thereon that claim priority to or claim common priority with
         one or more of such patents or applications filed or claiming priority
         prior to the five (5) year anniversary or ten (10) year anniversary of
         the Agreement, depending upon which time period is applicable. The term
         "GENOMIC's Subsequent Patent Rights" shall refer to those of GENOMIC's
         Patent Rights which are filed on or after the Effective Date and before
         the three (3) year anniversary or six (6) year anniversary (in case of
         extension as described in Section 5.1) of the Agreement, depending on
         which time period is applicable, and which do not claim priority before
         the Effective Date or three (3) year anniversary of the Agreement
         respectively. The term "Patent Rights" as defined above includes only
         said claims under which the herein-designated company has the right at
         any time during the life of this Agreement to make the herein-contained
         grants, in each instance to the extent, and subject to the terms and
         conditions, including the obligation to account to or make payments to
         others, under which the herein-designated company shall have such
         right.

1.17     "Spot" shall mean a non-naturally occurring region on a spotted array
         that contains a nucleic acid sequence representing all or a portion of
         an expressed sequence tag or other gene sequence, which region is
         distinct from other regions. Differing nucleic acid sequences directed
         to the same Gene or expressed sequence tag and duplicate copies of a
         nucleic acid sequence located on a spotted array for "control"
         purposes shall be treated as additional spots.




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<PAGE>   8




2.       GRANTS

2.1      Subject to the terms and conditions of this Agreement, Affymetrix
         grants to GENOMIC a worldwide, nontransferable (except as provided in
         Section 6.6 below), nonexclusive, royalty-bearing license for a term of
         five (5) years from the Effective Date under Affymetrix' Patent Rights
         to make, but not have made, use for research and development, use for
         contract services (solely to the extent that total annual revenue from
         such contract services does not exceed ***** of GENOMIC's total annual
         Net Sales from Nucleic Acid Arrays), import, lease, distribute, offer
         for sale, and sell (including through Distributors as permitted below)
         Form Factor Compatible Nucleic Acid Arrays and Custom Arrays in the
         Licensed Genetic Analysis Field fabricated by Mechanical Fabrication
         Methods. Such license shall not include the right to sublicense, nor
         shall such license apply to any Nucleic Acid Array made other than by a
         Mechanical Fabrication Method. Notwithstanding the foregoing, GENOMIC's
         license to use for contract services, import, lease, distribute, offer
         for sale and sell such Form Factor Compatible Nucleic Acid Arrays (all
         as provided above) containing fully synthesized oligonucleotides shall
         become effective on *****, and GENOMIC's license to make, but not have
         made, use, import, lease, distribute, offer for sale and sell such
         Nucleic Acid Arrays (all as provided above) containing clones or PCR
         products shall expire on *****; GENOMIC has the option to extend such
         license for Nucleic Acid Arrays containing clones or PCR products until
         ***** by providing written notice to Affymetrix prior to ****** that
         GENOMIC has exercised such option and paying Affymetrix the license
         extension fee set forth in Section 3.3. It is understood that the
         rights conveyed herein do not include the right for GENOMIC or any
         third party to use, have used, license or otherwise permit the use of
         the Nucleic Acid Arrays (including those made by Array Makers) licensed
         hereunder for Databases or to provide services to or on behalf of any
         third party that relate to a Nucleic Acid Array including without
         limitation service bureau or contract research services (except for
         those contract research services performed by GENOMIC as permitted
         above), or use Nucleic Acid Arrays or data therefrom in a clinical
         diagnostic setting where data from an individual sample is given to
         such individual or used by their specific health caregiver for the
         purpose of diagnosis or treatment of a medical condition, and GENOMIC
         agrees to use the same means and level of efforts, but in any event no
         less than reasonable efforts, to enforce these limitations against
         third parties as GENOMIC uses to enforce its own terms and conditions
         of sale and product use. For the avoidance of doubt, the license
         conveyed in this Section 2.1 includes the right to make and sell Custom
         Arrays using Mechanical Fabrication Methods provided that they are in
         all other respects subject to the same terms and conditions applicable
         to Nucleic Acid Arrays contained in this Agreement including, without
         limitation, royalty obligations and use restrictions. Notwithstanding
         anything to the contrary in this Section , Nucleic Acid Arrays




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         with the Commission. Confidential treatment has been requested for the
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<PAGE>   9


         are licensed hereunder only to the extent that such Nucleic Acid Arrays
         are a) used, leased, distributed or sold for research use only; and b)
         designed and marketed only for use and used in the Licensed Genetic
         Analysis Field; and c) are for single use only, and d) are sold,
         leased, or otherwise transferred with contractual and label
         restrictions on use consistent with tills Agreement (GENOMIC agrees to
         feature such restrictions in the same manner and by the same means as
         GENOMIC features its own terms and conditions of sale and product use),
         including restrictions on the sale, license or other commercial
         transfer of Databases generated with data from the Nucleic Acid Arrays
         licensed hereunder. In the event that GENOMIC provides data analysis
         software with Nucleic Acid Arrays, GENOMIC will use commercially
         reasonable efforts to make such software that accompanies its Nucleic
         Acid Arrays GATC compliant.

2.2      GENOMIC will appropriately mark all licensed products hereunder with
         applicable intellectual property rights notices as may reasonably be
         provided from time to time by Affymetrix. In addition, all product
         literature accompanying Nucleic Acid Arrays distributed by GENOMIC
         and/or its Affiliates hereunder, shall include the following notice,
         such notice to be reasonably modified upon notice from Affymetrix
         provided that any such modification is consistent with the terms and
         conditions of this Agreement.

         LIMITED LICENSE FOR ARRAYS: NUCLEIC ACID ARRAYS ARE LICENSED FOR
         INTERNAL RESEARCH USE ONLY. NO IMPLIED RIGHT TO MAKE, HAVE MADE, USE,
         SELL, OFFER TO SELL, LEASE, DISTRIBUTE OR IMPORT NUCLEIC ACID ARRAYS OR
         ANY OTHER PRODUCT IN WHICH AFFYMETRIX OR GENOMIC HAS PATENT RIGHTS IS
         CONVEYED BY THE SALE OF NUCLEIC ACID ARRAYS, INSTRUMENTS, SOFTWARE OR
         REAGENTS PROVIDED HEREUNDER. THIS LIMITED LICENSE PERMITS ONLY THE USE
         OF THE PARTICULAR PRODUCT(S) THAT THE USER HAS PURCHASED FROM
         AFFYMETRIX, OR LICENSED AND SOLD BY GENOMIC OR OTHER AFFYMETRIX
         PERMITTED LICENSEES, FOR MEASURING THE PRESENCE, ABSENCE OR LEVEL OF
         EXPRESSED MESSENGER RNA IN CELLS FOR PHARMACEUTICAL OR DIAGNOSTIC
         RESEARCH PURPOSES ONLY; SUCH PRODUCT(S) MAY NOT BE USED IN DATABASE
         GENERATION FOR EXTERNAL LICENSE OR PROVISION OF SERVICES TO OR ON
         BEHALF OF ANY THIRD PARTY THAT RELATE TO A NUCLEIC ACID ARRAY. NUCLEIC
         ACID ARRAYS PROVIDED HEREUNDER ARE LICENSED FOR ONE (1) TIME USE ONLY
         AND MAY NOT BE REUSED.

2.3      GENOMIC shall include with all Nucleic Acid Arrays leased,
         distributed, sold, or otherwise transferred hereunder reasonable
         package markings, product




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         markings, contractual restrictions, and/or user manual instructions
         indicating that such products are licensed: (a) only for use in the
         Licensed Genetic Analysis Field, and (b) for single use only, and (c)
         with restrictions on the distribution of Databases, diagnostics, or
         services based on the use of arrays herein or services provided with
         such arrays, and (d) only consistent with the express licenses conveyed
         herein.

2.4      GENOMIC shall include in the packaging of each Nucleic Acid Array
         sold, leased or otherwise transferred hereunder, documentation
         reasonably reflecting patent numbers of a) issued US device patents
         covering such product, and b) other appropriate intellectual property
         rights notices requested by Affymetrix, and will reasonably modify such
         packaging periodically at the direction of Affymetrix.

2.5      Subject to the terms and conditions of this Agreement, Affymetrix
         grants to GENOMIC a nontransferable (except as provided in Section .
         below), nonexclusive, worldwide, royalty-free license for a term of
         five (5) years from the Effective Date under Affymetrix' Patent Rights
         to make, but not have made, and use Array Makers to make Nucleic Acid
         Arrays otherwise licensed hereunder solely for GENOMIC's internal
         Nucleic Acid Array development and manufacturing programs. For the
         avoidance of doubt, such license does not include the right to sell,
         offer to sell, lease, import or distribute Array Makers.

2.6      In the event that a third party brings a lawsuit or is otherwise
         involved in administrative or other similar disputes with Affymetrix
         regarding intellectual property rights relating to Nucleic Acid Arrays,
         Affymetrix may provide written notification of such action, along with
         notification that it wishes for GENOMIC to discontinue sales, if any,
         of products to such third party. GENOMIC will, subject to prior
         contractual commitments, use reasonable efforts to discontinue sales of
         products licensed hereunder to such third party within sixty (60) days
         of Affymetrix' notification or, if no such sales have occurred, to
         prevent such sales in the future. Subject to confidentiality
         obligations arising by virtue of a court order, agency requirement or
         settlement agreement, Affymetrix will provide notice to GENOMIC when
         any such dispute has been fully resolved.

2.7      For the term of this Agreement (including extension thereof pursuant
         to Section 5.1), subject to Section 3.4, GENOMIC grants to Affymetrix,
         which grant is extendible by Affymetrix to its Affiliates without
         accounting therefor to GENOMIC, subject to Section 2.10, a worldwide,
         nonexclusive, fully paid-up, royalty-free license under GENOMIC's
         Patent Rights to make, have made, use, import, lease, distribute, offer
         for sale, and sell Nucleic Acid Arrays, and to manufacture and use
         Array Makers for internal Nucleic Acid Array development and
         manufacturing programs. For the avoidance of doubt, GENOMIC and its





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         Affiliates covenant not to sue Affymetrix, its Affiliates or customers
         of either regarding any patented technology, or any patented
         improvement, extension, derivative, or modification GENOMIC makes to
         the technology licensed in this Agreement, related to Nucleic Acid
         Arrays. The Parties further agree that GENOMIC may distribute GENOMIC
         products licensed under this Agreement, solely in accordance with the
         terms and conditions contained herein, through its normal distribution
         channel(s) solely provided that GENOMIC represents that, to the best of
         its knowledge without obligation of independent investigation, none of
         GENOMIC's Distributors, agents or other form of dealers hold patent
         interests adverse to those of Affymetrix or its Affiliates. If any of
         GENOMIC's present or future Distributors (excluding Perkin Elmer,
         Inc.), agents or other form of dealers hold patent interests adverse to
         Affymetrix related to Nucleic Acid Arrays, GENOMIC agrees to use
         commercially reasonable efforts to have such parties covenant not to
         sue Affymetrix, its Affiliates or customers of either regarding any
         patented technology related to Nucleic Acid Arrays. If GENOMIC is
         unable to obtain such covenant, GENOMIC agrees to promptly cease
         distribution of GENOMIC products licensed under this Agreement through
         such party. In addition, if GENOMIC engages any new Distributor, agent
         or other form of dealer in the distribution chain of licensed GENOMIC
         products and such party might have patented technology related to
         Nucleic Acid Arrays, GENOMIC will ensure that such party is bound by a
         written agreement containing obligations explicitly benefiting
         Affymetrix that are no less restrictive than those in this Agreement
         and which require that such party covenants not to sue Affymetrix, its
         Affiliates or customers of either regarding any patented technology
         related to Nucleic Acid Arrays. In the event this Section 2.7 does not
         apply in the European Union and GENOMIC, its Affiliates, dealers,
         customers, agents or any other affiliated party sues Affymetrix, its
         Affiliates or customers of either regarding any patented technology
         related to Nucleic Acid Arrays in the European Union, Affymetrix will
         have the option to terminate the license granted to GENOMIC pursuant to
         Sections 2.1 and 2.5 and to pursue any and all remedies available to
         Affymetrix.

2.8      Affymetrix, on behalf of its Affiliates, heirs, executors, assigns,
         agents, and representatives hereby fully and forever releases GENOMIC
         and its Affiliates, heirs, executors, assigns, agents, and
         representatives from any claim or cause of action, under any theory of
         liability, known or unknown, fixed or contingent, that any of them may
         have arising from or relating to Affymetrix' Patent Rights from the
         beginning of time up to the Effective Date on account of the use,
         lease, distribution, offer for sale, or sale of Nucleic Acid Arrays
         that would have been licensed hereunder. GENOMIC, on behalf of itself,
         and its Affiliates, heirs, executors, assigns, agents, and
         representatives hereby fully and forever releases Affymetrix and its
         heirs, executors, assigns, agents and representatives from any claim or
         cause of action, under any theory of liability, known or unknown, fixed





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         or contingent, that any of them may have arising from or relating to
         GENOMIC Patent Rights from the beginning of time up to the Effective
         Date on account of the manufacture, use, lease, distribution, offer for
         sale, or sale of Nucleic Acid Arrays.

2.9      Nothing in this Agreement shall be construed to obligate either Party
         to sue alleged infringers under such Party's Patent Rights. Any
         determination to take any action against such alleged infringers shall
         be in such Party's sole discretion.

2.10     GENOMIC may extend the licenses granted herein in nontransferable,
         nonsublicensable, nonassignable format to its Affiliates provided such
         Affiliates agree in writing to be bound by the terms and conditions of
         this Agreement, and further provided that GENOMIC agrees to be liable
         and indemnify Affymetrix for the activities of such Affiliates under
         this Agreement. Affymetrix may extend the licenses granted herein in
         nontransferable, nonsublicensable, nonassignable format to its
         Affiliates provided such Affiliates agree in writing to be bound by the
         terms and conditions of this Agreement, and further provided that
         Affymetrix agrees to be liable and indemnify GENOMIC for the activities
         of such Affiliates under this Agreement.

2.11     Except as explicitly and unambiguously stated herein, nothing herein
         shall be construed as conveying or implying to either Party any right
         or license under the intellectual property rights of the other Party.


3.       FEES

3.1      GENOMIC shall pay to Affymetrix a one time, non-refundable, up-front
         license fee, which vests as of the Effective Date and is not creditable
         toward any royalties owed hereunder, of ***********.

3.2      At the time and in the manner hereinafter provided, GENOMIC shall pay
         to Affymetrix a royalty of the greater of the following:

3.2.1    A minimum sum of ****** for each of Contract Years 1 and 2, and a
         minimum sum of ****** for each of the remaining Contract Years of this
         Agreement; or

3.2.2    A royalty on Net Sales calculated pursuant to Table 1 for each
         Nucleic Acid Array used, leased, sold, or transferred to an End User
         or to a Distributor pursuant to the license granted under Section 2
         hereof.




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                                      TABLE
                               NUCLEIC ACID ARRAYS





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       ------------------------------------------------------------------

                       MINIMUM ROYALTY RATES / $ PER ARRAY

       ------------------------------------------------------------------

                       In Contract Year 1, the greater of:

                                 ** of Net Sales

                                       OR:

                                     *****
                                     ******
                                     ******

       ------------------------------------------------------------------

                       In Contract Year 2, the greater of:

                                 ** of Net Sales

                                       OR:

                                     *****
                                     ******
                                     ******

       ------------------------------------------------------------------

                       In Contract Year 3, the greater of:

                                 ** of Net Sales

                                       OR:

                                     *****
                                     ******
                                     ******

    -----------------------------------------------------------------------





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         omitted portion.



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          ------------------------------------------------------------------


                         In Contract Year 4, the greater of:

                                   ** of Net Sales

                                         OR:

                                        *****
                                        ******
                                        ******

         -------------------------------------------------------------------

               In Contract Year 5 and each subsequent Contract Year, if
                                 any, the greater of:

                                   ** of Net Sales

                                         OR:

                                        *****
                                        ******
                                        ******


          ------------------------------------------------------------------

3.3      If GENOMIC exercises its option to extend the license for Nucleic Acid
         Arrays containing clones or PCR products until *****, as described in
         Section 2.1, GENOMIC shall pay Affymetrix on or before *****, a one
         time, non-refundable, up-front license extension fee, which vests as of
         ***** and is not creditable toward any royalties owed hereunder, of
         *****.

3.4      GENOMIC may at its option provide written notice once within sixty
         (60) days after the three (3) year anniversary and/or once within sixty
         (60) days after the six (6) year anniversary of this Agreement
         disclosing ****** as of such respective anniversary and requesting
         Affymetrix to notify GENOMIC whether Affymetrix wishes to continue
         after such respective anniversary the licenses granted pursuant to
         Section 2.7 under *****. In such event, Affymetrix will notify GENOMIC
         in writing within sixty (60) days of receipt of such notice whether or
         not Affymetrix wishes to continue such licenses pursuant to Section 2.7
         under ******, in which case the Parties will thereafter meet and
         negotiate in good faith a potential reduction in the royalties payable
         hereunder by GENOMIC during such extended period based on the value to
         Affymetrix of such extended license pursuant to Section 2.7 under *****
         relative to the value to GENOMIC of such





    *****Certain information on this page has been omitted and filed separately
         with the Commission. Confidential treatment has been requested for the
         omitted portion.


                                       13

<PAGE>   15



         extended license under Affymetrix' Patent Rights, and any unresolved
         dispute relating thereto shall be finally resolved by final and binding
         arbitration.

4.       RECORDS, ACCOUNTS AND PAYMENTS

4.1      Within thirty (30) days after the end of each calendar quarter in each
         Contract Year, GENOMIC will deliver to Affymetrix a written good faith
         estimate of royalties payable by GENOMIC to Affymetrix as provided in
         Section for GENOMIC's operations hereunder for such calendar quarter.
         The royalties payable by GENOMIC to Affymetrix as provided in Section 3
         shall be paid within sixty (60) days after the end of each calendar
         quarter in each Contract Year for GENOMIC's operations hereunder for
         such calendar quarter. The amount payable for each quarter of each
         Contract Year shall be the greater of the royalties payable under
         Section 3.2.2 or an amount equal to ****** of the minimum royalty for
         such Contract Year payable under Section 3.2.1. GENOMIC will at the
         same time deliver to Affymetrix a certified statement signed by one of
         GENOMIC's officers, on forms which are provided therefor by Affymetrix
         (a current version of which is attached as Exhibit 2), accounting for
         royalties payable under Section 3.2.2, or showing that no royalty is
         payable under Section 3.2.2.

4.2      All payments by GENOMIC hereunder shall be made in United States
         Dollars in the form of a check sent to Affymetrix as provided in
         Section 6.7, or by wire transfer to a bank designated by Affymetrix,
         and shall be made in the full amounts as herein specified; provided,
         however, that deduction may be made from such payments by GENOMIC for
         income or similar taxes actually levied or assessed upon such payments
         by any foreign government which are lawfully required to be withheld
         and paid by GENOMIC and which are paid by GENOMIC on behalf of
         Affymetrix to the proper taxing authority. Proof of payment shall
         promptly be secured and sent to Affymetrix as evidence of such payment
         in such form as required by the tax authorities having jurisdiction
         over GENOMIC or its Affiliates. Affymetrix shall have the right at any
         time or from time to time to contest by appropriate proceedings the
         validity or amount of any such income tax withheld. If so requested by
         Affymetrix, GENOMIC will make such payments under protest, and, on
         behalf and at the expense of Affymetrix, take such other action and
         render all reasonable assistance that may be required by Affymetrix in
         the prosecution of any such proceedings. GENOMIC will obtain and
         forward to Affymetrix tax credit receipts or vouchers for all income
         taxes thus withheld and paid by GENOMIC. As used in this paragraph,
         "income tax" shall mean a tax on income imposed by a country other than
         the United States of America or by any possession or territory of the
         United States of America, on account of the receipt of royalties or
         fees payable under this Agreement, for which a foreign tax credit is
         allowed by the Government of the United States of






    *****Certain information on this page has been omitted and filed separately
         with the Commission. Confidential treatment has been requested for the
         omitted portion.

                                       14

<PAGE>   16


         America. All late payments shall bear interest at the rate of one
         percent (1%) per month or the prime rate as published in The Wall
         Street Journal on the first business day of the month in which the
         payment should have been made, whichever is greater, unless the maximum
         amount allowed by law is lower, in which case all late payments shall
         bear interest at the maximum permitted rate.

4.3      If one or more of the payments required to be made herein is not made
         by its due date, and if such payment or payments, plus interest, is not
         made prior to forty five (45) days after written notice from Affymetrix
         of such delinquency, then Affymetrix may, at its sole option, terminate
         this Agreement on the fifteenth business (15th) day after written
         notice is given to GENOMIC by certified mail, return receipt requested
         that it intends to terminate this Agreement.

4.4      In keeping with established bookkeeping and accounting practices,
         GENOMIC shall maintain, for a period of two (2) years following the end
         of the Contract Year in which any royalties are payable, appropriate
         books and records fully adequate to show the Net Sales and the full
         amount of royalty payable under this Agreement, including, but not
         limited to, books, records and electronic files showing each sale,
         lease, or other transfer of Nucleic Acid Arrays, the net invoice price
         for said sale, lease, or other transfer, as appropriate. Affymetrix
         shall have the right, upon commercially reasonable notice, but not to
         exceed once per Contract Year, during regular business hours and upon
         ten (10) days notice, to have an auditing firm acceptable to all
         Parties make such examination as Affymetrix deems necessary to verify
         said records and books of account. In the event that such examination
         reveals a discrepancy between the royalties payable hereunder and the
         royalties actually paid, all such additional royalties, together with
         interest from the date when such additional royalties would have been
         due, shall be paid to Affymetrix within thirty (30) days of written
         notice from Affymetrix of such discrepancy. Any such audit shall be at
         Affymetrix' sole expense and performed by a nationally recognized
         accounting firm. In the event that a deficiency of more than ***** is
         discovered, the audit shall be at GENOMIC's expense. Books and records
         pertaining to any given Contract Year may be examined by the auditing
         firm only once. The auditing firm conducting the examination shall be
         under appropriate obligations of confidentiality to all Parties hereto
         such that, 1) if no discrepancy is found between royalties payable and
         actually paid for a given Contract Year, the auditing firm shall report
         that and nothing else to Affymetrix, 2) if a discrepancy in favor of
         Affymetrix is found between royalties payable and actually paid, the
         auditing firm shall report the amount of the discrepancy and only those
         particulars necessary for inclusion in the notice previously mentioned
         in this Section 4, if a discrepancy in favor of GENOMIC is found
         between royalties payable and actually paid, the auditing firm shall
         report the amount of the discrepancy and only those particulars
         necessary for the understanding of Affymetrix and GENOMIC of the nature
         of







    *****Certain information has been omitted from this page and filed
         separately with the Commission. Confidential treatment has been
         requested for the omitted portion.


                                       15

<PAGE>   17



         the overpayment, and Affymetrix shall reimburse GENOMIC within forty
         five (45) days of the date of the report of the auditing firm, 4) in no
         event shall the auditing firm reveal to any Party hereto any
         information it may gain during the course of the examination other than
         as previously stated, and 5) in no event shall the auditing firm reveal
         to any third party any information it may gain during the course of the
         examination.

5.       DURATION OF AGREEMENT

5.1      Unless earlier terminated as provided below, this Agreement shall
         remain in full force and effect for a period of five (5) years from the
         Effective Date. This Agreement may be extended by GENOMIC at its option
         for one additional five (5) year period provided that GENOMIC has paid
         all royalties payable under Section 3.1 and is otherwise not in default
         hereunder. If GENOMIC does not wish to extend the Agreement, GENOMIC
         shall provide written notice to Affymetrix at least six (6) months
         prior to the expiration of the initial five (5) year period. In the
         event that the Parties desire to extend the term of this Agreement
         thereafter, the Parties shall negotiate such an extension on
         commercially reasonable terms.

5.2      In the event that GENOMIC intends to file any petition, answer, or
         other proceeding in bankruptcy, it will use reasonable efforts to give
         Affymetrix reasonable advance written notice prior to filing such
         petition and provide Affymetrix reasonable adequate opportunity to
         review and oversee any reorganization or disposal of it's relevant
         assets (to the extent applicable to the intellectual property rights
         herein granted) to ensure strict compliance with this Agreement.
         Failure to comply with this Section shall be considered a material
         breach which may not be remedied.

5.3      In the event that GENOMIC files, or intends to file any petition,
         answer, or other proceeding in bankruptcy, Affymetrix will have the
         right, but not the obligation, to terminate this Agreement by providing
         written notice.

5.4      If either Party should fall to perform any obligations under this
         Agreement, the other Party may give written notice to the defaulting
         Party calling attention to the default. In the event of a material
         breach or default, said other Party shall have the right to terminate
         this Agreement upon thirty (30) days prior written notice to said
         defaulting Party calling attention to the default unless said breach or
         default is corrected within thirty (30) days after such notice. Said
         right to terminate for default shall be in addition to, and without
         prejudice to the exercise of, any other remedies available in law or
         equity.





                                       16

<PAGE>   18


5.5      No termination of this Agreement shall in any way affect GENOMIC's
         obligations pursuant to Sections . and . to pay royalties, deliver
         statements, and maintain books and records under this Agreement accrued
         prior to such termination. Furthermore, no termination of this
         Agreement shall in any way affect Affymetrix' rights under Section 2.4.

6.       MISCELLANEOUS

6.1      Nothing in this Agreement shall be construed as conferring any right
         to use in advertising, publicity, or other promotional activities any
         name, trade name, trademark, or other designation of either Party
         hereto without the express written approval of the other Party. No
         implied licenses are granted by way of this Agreement.

6.2      GENOMIC and Affymetrix warrant that they each have the full right to
         enter into this Agreement. Nothing in this Agreement shall be construed
         as a warranty or representation by Affymetrix or GENOMIC as to the
         validity or scope of any of the Patent Rights, a warranty or
         representation by either party that any manufacture, sale, use or other
         disposition of the products licensed hereunder will be free from
         infringement of patents, utility models, and/or design patents other
         than those Patent Rights for which licenses are extended hereunder.
         Nothing in this Agreement shall be considered as conferring any
         warranty or representation as to the usefulness, marketability or
         merchantability of any products sold within the scope of the licenses
         hereunder. Affymetrix and GENOMIC agree to hold each other harmless
         from any personal injury or product liability claims made as a result
         of the sale of products licensed hereunder. It is understood and agreed
         between the parties that, unless otherwise expressly provided in this
         Agreement, the patent rights made available to each Party shall all be
         provided "as is" without any warranties, express or implied. THE
         IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR
         A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY AND FROM
         THE TERMS OF THIS CONTRACT BY AGREEMENT OF THE PARTIES. In no event
         will Affymetrix or GENOMIC be liable for lost or prospective profits or
         indirect or consequential damages even if Affymetrix or GENOMIC has
         been advised of the possibility of such damages.

6.3      In no event shall either party have any liability to the other for
         indirect, incidental, or consequential damages, including but not
         limited to lost profits, or for special, exemplary, or punitive
         damages, and each party covenants not to seek any such damages with
         respect to any claim arising out of or related to this Agreement.







                                       17

<PAGE>   19




6.4      The Parties will retain the terms of this Agreement in strict
         confidence, except as may be required by regulatory agencies or courts,
         and will then use all reasonable precautions to maintain the terms of
         this Agreement confidential. The Parties will reasonably negotiate a
         press announcement describing the general terms of this Agreement on or
         before January 5, 2001. No such announcement shall be made public
         without consent of the other party.

6.5      GENOMIC agrees that during the term of this Agreement, neither GENOMIC
         nor any of its Affiliates will challenge, oppose or participate in a
         challenge to the validity of any claim of any issued patent or patent
         published for opposition among Affymetrix' Patent Rights (the "Issued
         Patents") to the extent that such Patent Rights in the Issued Patents
         relate to GENOMIC's or its Affiliates' use of Nucleic Acid Arrays or
         Systems in the Licensed Genetic Analysis Field. This agreement shall
         not apply as to the defense of any claim against GENOMIC or its
         Affiliates arising from any allegation of infringement of any of
         Affymetrix' Patent Rights. In the event that this Section 6.5 does not
         apply in the European Union and other foreign countries, and GENOMIC or
         its Affiliates challenge, oppose or participate in a challenge or
         opposition to one or more of Affymetrix' Patent Rights in the Issued
         Patents related to GENOMIC's or its Affiliates' use of Nucleic Acid
         Arrays or Systems in the Licensed Genetic Analysis Field in the said
         countries, Affymetrix will have the option to terminate the licenses
         granted to GENOMIC pursuant to Sections 2.1 and 2.5 and .upon sixty
         (60) days notice and to pursue any and all remedies available to
         Affymetrix after said termination.

6.6      This Agreement is, not assignable by GENOMIC by operation of law,
         merger, change of control or otherwise without the prior written
         consent of Affymetrix, including in the event of acquisition of the
         assets, control or stock of GENOMIC, provided however that GENOMIC may
         assign this Agreement one time only (for clarity, no subsequent or
         further assignment is permitted without the prior written consent of
         Affymetrix) without such consent either (i) to Perkin Elmer, Inc., or
         (ii) in connection with a merger, consolidation, or sale of stock or
         substantially all of its assets provided that the total market
         capitalization of each other party (for clarity, the total market cap
         of a party shall be equal to the total of the market cap of such party
         added to the market cap of each of its affiliates that are ***** or
         more owned, controlled by, controlling, or under common control with
         such party) to such transaction is less than ****** and further
         provided that no such party is involved in litigation with Affymetrix
         or its Affiliates and that no such party derives ***** of its revenue
         from the sale or transfer of ******. Affymetrix may assign this
         Agreement, without the prior written consent of GENOMIC, to any entity
         acquiring all or substantially all of Affymetrix' Nucleic Acid Array
         licensing business. No assignment of this






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         with the Commission. Confidential treatment has been requested for the
         omitted portion.




                                       18

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         Agreement shall be valid until all obligations under this Agreement
         shall have been assumed in writing by the assignee.

6.7      The addresses of the parties hereto for all purposes of this Agreement
         shall be as follows:

          AFFYMETRIX:
          Affymetrix, Inc.
          Central Expressway
          Santa Clara, CA
          Attn: President

          GENOMIC:
          GENOMIC SOLUTIONS INC.
          Varsity Drive
          Ann Arbor, MI
          Attn: President

         All correspondence relating to this Agreement shall be deemed to have
         been duly communicated to the addressee upon the confirmed facsimile
         transmission or prepaid express mailing or hand delivery (including
         courier service) to the party entitled thereto at its above address or
         at such address as it may from time-to-time designate in writing to the
         other party.

6.8      In the event that any provision of this Agreement is held invalid or
         unenforceable for any reason, such unenforceability shall not affect
         the enforceability of the remaining provisions of this Agreement, and
         all provisions of this Agreement shall be construed so as to preserve
         the enforceability hereof.

6.9      The waiver by either Party of a breach or a default of any provision
         of this Agreement by the other Party shall not be construed as a waiver
         of any succeeding breach of the same or any provision, nor shall any
         delay or omission on the part of either Party to exercise or avail
         itself of any right, power or privilege that it has or may have
         hereunder operate as a waiver of any right, power or privilege by such
         Party.

6.10     This Agreement is made and shall be construed in accordance with the
         local laws of the State of California, U.S.A. without regard to the
         doctrine of conflict of laws.

6.11     This Agreement is executed by the parties with the understanding that
         it embodies the entire agreement between the parties pertaining to the
         subject matter of this Agreement and there are no representations,
         warranties or other




                                       19

<PAGE>   21


         commitment, written or oral, pertaining to the subject matter of this
         Agreement which are not embodied in this Agreement.

6.12     This Agreement may be executed in any number of 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 respectively caused this Agreement
to be executed on the dates hereinafter indicated.

AFFYMETRIX, INC.


By:               /s/ Vern Norviel
   -------------------------------------------------

Title:   Sr. Vice President and General Counsel
      ----------------------------------------------

Date:             December 28, 2000
     -----------------------------------------------


GENOMIC SOLUTIONS, INC.



By:               /s/ Jeffrey S. Williams
   -------------------------------------------------

Title:   President and Chief Executive Officer
      ----------------------------------------------

Date:
     -----------------------------------------------














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