a5570624ex_10100.htm


    Exhibit
      10.100

    EXECUTION
      COPY

     

    LICENSE
      AGREEMENT

    DRUG
      REPOSITIONING BUSINESS

    


    This
      LICENSE AGREEMENT (the “Agreement”) is entered into and effective as of
      December 14, 2007 (the “Effective Date”), by and between Gene Logic Inc.
      (“Licensee”), a Delaware corporation, with a principal address at 50 West
      Watkins Mill Road

     

    Gaithersburg,
      MD 20878, and Ocimum Biosolutions, Inc. (“Purchaser”), a Delaware
      corporation with a principal address at 50 West Watkins Mill Road

     

    Gaithersburg,
      MD 20878 (each a “Party” and collectively, the “Parties” to this
      Agreement).

     

    WHEREAS,
      contemporaneously herewith, Licensee and Purchaser have consummated the
      transactions set forth in that certain Asset Purchase Agreement, dated October
      14, 2007, by and among Licensee, Purchaser and Ocimum Biosolutions (India)
      Limited, a company incorporated under the Company Act, 1956, of the Republic
      of
      India (“Ocimum India”), as amended by that certain letter agreement made
      by and among Licensee, Purchaser and Ocimum India dated December 12, 2007 (the
      “Purchase Agreement”) whereby Purchaser has acquired from Licensee
      certain assets, technologies and other property used in the Business (as defined
      in the Purchase Agreement); and

     

    WHEREAS,
      as part of the aforementioned transaction, Purchaser has agreed to grant a
      license to Licensee to certain of the acquired intellectual property and
      technology for certain defined purposes on the terms set forth
      below.

     

    NOW,
      THEREFORE, in consideration of the undertakings of the Parties in the
      Purchase Agreement, and the mutual covenants and promises of the Parties set
      forth herein, and other good and valuable consideration, the sufficiency of
      which is hereby acknowledged, the Parties agree as follows, intending to be
      legally bound:

     

     

    DEFINITIONS.  In
      addition to any other terms defined elsewhere in this Agreement, the following
      terms, for purposes of this Agreement, shall have the following
      meanings:

     

    
      	
               

            	
              “Affiliate”
                of a Person shall mean a Person that directly or indirectly, through
                one
                or more intermediaries, controls, is controlled by, or is under common
                control with, the first mentioned Person, and their respective successors
                and assigns.  For the purposes of this definition, the term
                “control” means (i) beneficial ownership of at least fifty percent (50%)
                of the voting securities of a corporation or other business organization
                with voting securities or (ii) a fifty percent (50%) or greater interest
                in the net assets or profits or interests of a partnership or other
                business organization without voting
                securities.

            


    

     

    
      	
               

            	
              “Business”
                shall have the meaning ascribed to it in the Purchase
                Agreement.

            


    

     

    
      	
               

            	
              “Closing”
                shall mean the effective date of the closing by the Parties on the
                transactions contemplated in the Purchase
                Agreement.

            


    

     

    
      	
               

            	
              “Collaborator”
                means any third party (a) with whom Licensee or a Licensee Affiliate
                has a
                research, development or commercialization agreement, or (b) who
                is a
                customer of Licensee or a Licensee Affiliate or a party described
                in (a)
                above in connection with a project or task where such party and Licensee
                or a Licensee Affiliate are collaborating within the Drug Repositioning
                Business, and their respective successors and
                assigns.

            


    

     

    
      	
               

            	
              “Improvements”
                shall mean improvements, enhancements, and modifications to an invention,
                technology, trade secret, or
                know-how.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              “Information
                Assets” shall have the meaning ascribed to it in the Purchase
                Agreement, including the raw data and Know-How related thereto, and
                any
                fixes, enhancements, updates, upgrades, new versions and new releases
                thereof existing as of Closing or otherwise acquired from or provided
                by
                Purchaser after Closing, as well as all existing documentation therefor,
                but excluding any third party proprietary data, third party proprietary
                Know-How and third party proprietary software for which Purchaser
                would
                have a contractual obligation to obtain consents for granting the
                license
                contemplated by this Agreement, if such consent has not been granted
                or
                the right to consent waived by the third
                party.

            


    

     

    
      	
               

            	
              “Intellectual
                Property Rights” shall mean all rights and entitlements recognized,
                vested, granted, available, or existing anywhere in the world, whether
                through formal registration or application or otherwise, to inventions,
                discoveries, improvements, technologies, works of authorship, mask
                works,
                information, and designs, including without limitation, patent rights,
                copyrights, trade secret rights, trademark rights, database rights,
                industrial property rights, moral rights, and registered design rights,
                including the Licensed Patent
                Rights.

            


    

     

    
      	
               

            	
              “Know-How”
                shall mean know-how, information, knowledge, SOPs (standard operating
                procedures), experience, procedures, processes, methods, protocols,
                techniques, and technical and scientific information relating to
                the
                Business that is sold, transferred or conveyed by Licensee to Purchaser
                pursuant to the transactions contemplated in the Purchase Agreement,
                whether owned prior to Closing by Licensee or a Licensee Affiliate
                or
                licensed or acquired by any of them from a third party, which is
                used or
                useful in connection with the Retained Businesses, including without
                limitation procedures and know-how for tissue and blood storage,
                RNA
                isolation, RNA QC, target preparation and GeneChip®
                processing,  published materials, and Intellectual Property
                Rights that are not Registered IP and are included in the Acquired
                Assets.

            


    

     

    
      	
               

            	
              “Licensed
                Patents Rights” shall mean all rights under any disclosures, patents
                and patent applications assigned, transferred or conveyed to Purchaser
                under the Purchase Agreement, as set forth on Appendix One hereto,
                and all patents resulting from such disclosures, applications, and
                reissuances, reexaminations, divisionals, continuations and foreign
                counterparts of any of the
                foregoing.

            


    

     

    
      	
               

            	
              “Licensed
                Technology” shall mean the Information Assets, the Know-How, and the
                Intellectual Property Rights in or to any of the
                foregoing.

            


    

     

    
      	
               

            	
              “Person”
                shall mean an individual, corporation, company, partnership, association,
                trust, or any unincorporated organization or group (within the meaning
                of
                Section 13(d)(3) of the Exchange
                Act).

            


    

     

    
      	
               

            	
              “Retained
                Businesses” shall mean each of the Drug Repositioning Business and the
                Shared Services Division, as each is defined in the Purchase Agreement,
                as
                such Retained Businesses are now or hereafter
                conducted.

            


    

     

     

    LICENSES.

     

    Grant.  Subject
      to the terms and conditions of this Agreement, Purchaser hereby grants to
      Licensee, and Licensee accepts, the (A) exclusive right and license to
      use the Licensed Technology and the Licensed Patent Rights in the Retained
      Businesses, including as needed the right to reproduce, create Improvements
      and
      derivative works (the “Exclusive License”), and (B) non-exclusive
      right and license to use the Licensed Technology and the Licensed Patent Rights
      in all fields of use outside of the Retained Businesses, including as needed
      the
      right to reproduce, create Improvements and derivative works, subject to any
      restrictions imposed by any non-compete agreement between the Parties entered
      into in connection with the Purchase Agreement (the “Non-Exclusive
      License”), in each of (A) and (B) above directly or through Licensee
      Affiliates, contractors working for the account of Licensee or a Licensee
      Affiliate, and Collaborators.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              The
                grant of the Exclusive License entails that, as long as this Agreement
                is
                in effect, Purchaser and Purchaser Affiliates and any of their respective
                successors and assigns shall not, directly or through others, sell,
                license, lease, lend, provide, disclose, use or permit use of (whether
                directly or through a service bureau or subscription arrangement)
                any part
                of the Licensed Technology or the Licensed Patent Rights to or by
                any
                Person who will use or license them for a business that competes
                with any
                aspect of the Drug Repositioning
                Business.

            


    

     

    
      	
               

            	
              The
                licenses are fully paid up, royalty-free, and worldwide. The licenses
                are
                transferable as set forth in Section 9.2 of  this
                Agreement.

            


    

     

    
      	
               

            	
              The
                Exclusive License and the Non-Exclusive License are sublicensable
                as set
                forth in the next sentence.  Licensee may sublicense the
                licensed rights granted in this Agreement above to a Licensee Affiliate,
                to Collaborators for use in the collaboration with Licensee or a
                Licensee
                Affiliate, to a third party to which an activity in the regular course
                of
                business in connection with the Retained Businesses has been outsourced,
                and to contractors to the extent working with any of the foregoing
                for the
                activities described above.  Each sublicense shall expressly
                disclaim any warranty, damages, or liability that may apply to Purchaser
                as the owner of the Licensed Technology and Licensed Patent
                Rights.

            


    

     

    
      	
               

            	
              The
                licenses granted in Section 2.1 are subject to and restricted by
                any
                limitations imposed by law or contract on the Licensed Technology
                as it
                was transferred by Licensee to Purchaser as of Closing, whether or
                not
                those limitations were fully disclosed on the Purchase
                Agreement.

            


    

     

    
      	
               

            	
              With
                respect to any issued patents that are now or in the future encompassed
                in
                the definition of Licensed Patent Rights, the license for  each
                such patent shall expire on the earlier of the expiration of the
                patent or
                the invalidation or cancellation by final order of all claims in
                the
                patent.  The remaining aspects of the licenses granted in this
                Agreement with respect to all other Licensed Technology and Licensed
                Patent Rights shall remain in effect perpetually until or unless
                this
                Agreement is terminated pursuant to its
                terms.

            


    

     

    
      	
               

            	
              The
                license granted in Section 2.1 above does not require the physical
                delivery of any materials, information, data, Know-How or technology
                to
                Licensee.  Licensee has the right to retain and use in
                connection with the exercise of the rights granted herein a copy
                of the
                embodiments of the Licensed Technology and the Licensed Patent Rights
                that
                are in its possession or under its control at
                Closing.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              THE
                LICENSES GRANTED IN SECTION 2.1 ARE GRANTED ON AN AS IS BASIS, AND
                PURCHASER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY IN THIS
                AGREEMENT WITH RESPECT THERETO AND MAKES NO REPRESENTATION WITH RESPECT
                TO
                THE VALIDITY OR ENFORCEABILITY OF THE LICENSED PATENT RIGHTS WHETHER
                ANY
                PATENT WILL ISSUE, OR WHETHER ANY OF THE LICENSED PROPERTY INFRINGES
                THE
                INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
                PARTY.

            


    

     

    Covenant
      not to Sue.  Purchaser hereby covenants to Licensee that it will
      not, directly or through others, assert against Licensee or Licensee Affiliates
      and their respective successors and assigns permitted by this Agreement
      (collectively the “Licensee Parties”), any Intellectual Property Rights
      of Purchaser or Purchaser Affiliates licensed under this Agreement (including
      rights to inventions conceived or first reduced to practice as of the Closing,
      whether or not applications have been filed with respect thereto) which are
      necessary for any of the Licensee Parties to reduce to practice, use, modify,
      license, make or have made, export, sell, offer for sale, market, distribute
      or
      create derivative works of the Licensed Technology or products and services
      that
      practice, employ or include any of the Licensed Technology, solely in connection
      with the Retained Businesses and the terms of this Agreement.

     

    Reservation
      of Rights.  No rights or licenses are granted or deemed granted
      hereunder other than those rights or licenses expressly granted by this
      Agreement.

     

    Improvements.  Each
      Party shall own, in accordance with applicable intellectual property law, all
      Intellectual Property Rights and Improvements it develops from and after the
      Closing with respect to the Licensed Technology or the Licensed Patent Rights
      and shall have no obligation to license or make them available to the other
      party.  In the event Licensee develops improvements to the inventions
      disclosed in issued patents that are part of the Licensed Patent Rights, and
      obtains a patent therefor, it shall grant to Purchaser a non-exclusive,
      fully-paid up royalty-free license to use such patent improvements in the
      conduct of the Business on an AS IS basis.

     

    Software
      Corrections and Enhancements. Purchaser shall provide to Licensee, for use
      only within the scope of the license granted in this Section 2, any fixes,
      updates and minor upgrades to the licensed software (and related documentation)
      that is included in the Licensed Technology that Purchaser or a Purchaser
      Affiliate develops or has developed on its behalf and makes available to others
      within two years from the Closing. Purchaser shall offer to Licensee a license
      for enhancements and new releases of the software licensed as part of the
      Licensed Technology that is created after the Closing, under substantially
      the
      same terms and conditions as offered by Purchaser to other
      customers.

     

    OTHER
      ACTIONS.

     

    Further
      Assurances.  Each Party covenants that at the request and cost of
      the other Party it will at all times hereafter do all such acts and execute
      all
      such documents as may be reasonably necessary or desirable to secure the vesting
      in the other Party of the rights granted under this Agreement.

     

    Recordation.  The
      Parties agree that, to the extent required by law in a country or otherwise
      desirable, they shall enter into formal licence agreements or registered user
      agreements in such forms as may be reasonably required for the purposes of
      recordation of this Agreement or the licenses granted herein in the patent
      office, intellectual property ministry, customs authority or other agencies
      in
      such country, which licences and agreements shall be recorded by and at the
      expense of the Party requesting the recordation.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    FEES.

     

    No
      Fees.  The licenses are fully paid and royalty free.

     

    Taxes.  To
      the extent that the licenses granted herein to Licensee directly give rise
      to
      any United States sales, transfer or use taxes, Licensee agrees to pay such
      taxes, and Purchaser shall send a timely invoice to Licensee for any such
      taxes.

     

     

    INTELLECTUAL
      PROPERTY.

     

    Ownership.  Licensee
      agrees that from and after the Closing, as between Licensee and Purchaser,
      Purchaser owns the Licensed Technology and Licensed Patent Rights and may
      exploit them in any manner it deems appropriate subject only to any express
      restrictions set forth in the Purchase Agreement and the licenses granted
      hereunder, and that Licensee and Licensee Affiliates have no right or title
      thereto other than for the rights granted pursuant to this
      Agreement.

     

    Protection.  Each
      Party shall have the sole and exclusive right to determine, in its discretion,
      if and how to protect the Intellectual Property Rights in technology and
      Intellectual Property Rights it owns.

     

    Right
      to Bring Claims.

     

    
      	
               

            	
              Except
                as noted below, Purchaser shall solely determine whether to bring
                claims,
                actions, demands and suits against third parties with respect to
                any
                infringement or violation, actual or apparent, by the third party
                of any
                aspect of the Licensed Technology or Licensed Patent
                Rights.

            


    

     

    
      	
               

            	
               In
                the event Licensee identifies a suspected infringement or misappropriation
                of the Licensed Technology or Licensed Patent Rights within the Drug
                Repositioning Business (which is the subject of the Exclusive License),
                Licensee will notify Purchaser in the event Licensee wishes to bring
                a
                claim against the third party.  Licensee and Purchaser will
                reasonably consult with respect to the alleged infringement or
                misappropriation and Purchaser shall have the first right to bring
                the
                claim, and shall consult with Licensee with respect thereto on an
                on-going
                basis with the goal that any settlement or resolution shall seek
                to
                prevent the encroachment on Licensee’s Exclusive License. In the event
                Purchaser determines not to bring the claim, Purchaser hereby grants
                to
                Licensee a non-exclusive right to bring such claims within the field
                of
                the Exclusive License only, at the expense of Licensee and in continued
                consultation with Purchaser. Purchaser will act promptly in notifying
                Licensee whether or not it wishes to bring the claim, and if it is
                an
                indispensable party, it shall agree to become a party in the claim
                at
                Licensee’s expense and with Licensee’s
                counsel.

            


    

     

    
      	
               

            	
              In
                addition, Licensee shall have the right to take all necessary actions
                to
                defend itself and its Affiliates and counterclaim in the event it
                is the
                subject of any claims by a third party that any rights licensed hereunder
                infringe or misappropriate the Intellectual Property Rights of a
                third
                party.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Information
      and Assistance.  The parties shall make reasonable efforts to
      assist each other in the event of a third party claim or demand alleging that
      rights licensed to Licensee  by the Purchaser under this Agreement
      infringe the Intellectual Property Rights of a third party.

     

    Maintenance.  Purchaser
      shall have the sole right, but not the obligation, at its expense to file,
      prosecute, receive grants under and maintain the Licensed Patent
      Rights.

     

    Markings.  Licensee,
      for itself and Licensee Affiliates, agrees to make a reasonable effort to
      observe the requirements of Purchaser of which it is notified in writing during
      the term of this Agreement with respect to any marking required on products
      under the Licensed Patent Rights.  A non-compliance with this Section
      shall not give rise to termination for breach of this Agreement.

     

    Use
      of
      Name or Trademarks.  Without the prior express written consent of
      the other Party, no right, express or implied, is granted by this Agreement
      to
      one Party to use in any manner the name or any other trade name, trademark,
      brand name, or service mark of the other Party in connection with its
      performance of its rights and obligations under this Agreement, except (i)
      as
      authorized by the Transition Services Agreement, and (ii) in connection with
      required markings, uses necessary in order to make legal disclosures, and for
      objective and brief references to the relationship of the Parties as set forth
      in this Agreement and the Purchase Agreement.

     

    TERM
      AND TERMINATION. 

     

    Term.  Unless
      terminated earlier in accordance with the following provisions of this Section
      and subject to Section 2.1.5, this Agreement shall commence on the Effective
      Date and shall continue in effect indefinitely.

     

    Termination.  Licensee
      may, in its discretion, terminate this Agreement or its license to use any
      individual item of Licensed Technology or Licensed Patent Rights.  In
      the event Licensee materially breaches (and fails to cure or to achieve
      substantial cure within 90 days of receipt of written notice from Purchaser)
      the
      terms of the license granted to it by Purchaser under this Agreement, Purchaser
      may terminate the license to the item of Licensed Technology or Intellectual
      Property Right that gave rise or caused the breach and the remaining licenses
      to
      the Licensed Technology and Licensed Patent Rights and other provisions of
      this
      Agreement shall remain in effect.  Notwithstanding any termination of
      this Agreement, Section 2.2 shall remain in effect and survive termination
      with
      respect to any and all activities of the Licensee Parties through the
      termination date.

     

    Effect
      of Termination. Termination shall be without prejudice to the rights,
      remedies, obligations, and liabilities which may have accrued on or at any
      time
      up to the date of termination, including any rights granted or agreed to be
      granted by Licensee or a Licensee Affiliate to third parties as permitted in
      this Agreement (all which rights shall survive termination
      hereof).  Upon termination of any license to an item of Licensed
      Technology or Licensed Patent Rights, Licensee shall cease all further exercise
      of the licensed rights with respect to such terminated licensed
      item.  Termination of this Agreement or of any right or license
      granted hereunder shall not give rise to a right by the terminating Party to
      seek rescission of or to void or unwind under any theory the transactions
      contemplated under the Purchase Agreement.

     

    INDEMNIFICATION.

     

    Licensee
      hereby agrees to defend and indemnify Purchaser from and against all
      liabilities, costs, reasonable attorneys’ fees, judgments and damages incurred
      by it or its Affiliates as a result of any claims by third parties in tort,
      contract or otherwise to the extent arising out of the use of or the
      exploitation by Licensee or a Licensee Affiliate of the rights licensed to
      it
      under this Agreement from and after the Closing.  Notwithstanding the
      above, under no circumstance shall Licensee be obligated to indemnify Purchaser
      with respect to any claim that the Licensed Technology or any Licensed Patent
      Right infringes, violates or misappropriates the Intellectual Property Rights
      of
      any third party, or that arises from use of the assets acquired pursuant to
      the
      Purchase Agreement from and after the Closing.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    In
      seeking
      indemnification Purchaser shall (a) promptly notify Licensee upon learning
      of
      any claim subject to indemnification hereunder, (b) give Licensee  the
      sole right to control and direct the preparation of a defense, (c) give Licensee
      the sole right to control the settlement of any such claim, provided such
      settlement does not entail any injunctive or other equitable relief against
      Purchaser that Purchaser has not reasonably consented to and does not bind
      Purchaser to future obligations with respect to the Licensed Technology or
      the
      Licensed Patent Rights under which Purchaser would be required to operate that
      Purchaser has not reasonably consented to, provided that,  if
      Purchaser refuses to provide its reasonable written consent to such a settlement
      offer, the liability of the Licensee hereunder with regard to such claim shall
      not exceed the amount offered in such settlement and the Purchaser shall
      thereafter be responsible for any liability in excess of the liability that
      would have arisen under such settlement, and further provided that Purchaser
      may
      appear with its own counsel at its expense, and (d) give reasonable cooperation
      to Licensee with respect to the claim.

     

    Representations.  Each
      Party represents and warrants that it has the corporate right, power, and
      authority to enter into this Agreement.

     

    Limitations
      of Damages and Liability. THE TOTAL LIABILITY OF EITHER PARTY (OR ANY
      PERMITTED ASSIGNEE OR TRANSFEREE OF ANY LICENSE GRANTED HEREUNDER) FOR MATTERS
      ARISING UNDER THIS AGREEMENT (OTHER THAN FOR PAYMENTS REQUIRED TO BE MADE TO
      A
      THIRD PARTY PURSUANT TO INDEMNIFICATION OBLIGATIONS CONTAINED HEREIN) OR ANY
      OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF
      ACTION) SHALL NOT EXCEED US$250,000.  IN NO EVENT SHALL EITHER PARTY
      OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
      CONSEQUENTIAL DAMAGES OR DAMAGES FOR REPUTATIONAL INJURY, LOSS OF OPPORTUNITY
      OR
      LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
      PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED
      OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET
      FORTH  HEREIN FAILS OF ITS ESSENTIAL PURPOSE. FOR THE
      AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH ABOVE IN THIS SECTION DO NOT
      APPLY
      TO MATTERS ARISING UNDER OR PURSUANT TO THE PURCHASE AGREEMENT.

     

    FORCE
      MAJEURE.  If either Party to this Agreement (or any permitted
      assignee or transferee) is prevented or delayed in the performance of any of
      its
      obligations under this Agreement  due to any cause or condition beyond
      its reasonable control, whether foreseeable or not, (“Force Majeure”),
      and if such party gives written notice thereof to the other party specifying
      the
      matters constituting Force Majeure, together with such evidence as it reasonably
      can give and specifying the period for which it is estimated that such
      prevention or delay will continue then the Party in question shall be excused
      from the performance or the punctual performance as the case may be from the
      date of such notice for so long as such cause of prevention or delay shall
      continue, provided that it shall make a reasonable effort to mitigate the impact
      of the Force Majeure event on this Agreement.  

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    GENERAL.

     

    Relationship
      of Parties.  The Parties hereto expressly understand and agree
      that the Parties are not joint venturers, partners or agents of each
      other.  Neither Party has the authority to bind, enter into contracts
      or make representations on behalf of the other Party.  Each Party is
      responsible for all of its the employees and third parties it may use to perform
      on its behalf.

     

    Assignment.  This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their respective legal successors and assigns.  Either Party may
      assign this Agreement and its rights and obligations hereunder to a successor
      (whether by way of sale of stock or ownership interests, merger, consolidation,
      reorganization, by operation of law or otherwise), to a purchaser of all or
      substantially all of a business or assets to which this Agreement relates,
      or  to an Affiliate. Notwithstanding the above, the assignment by
      Licensee of the Non-Exclusive License granted in this Agreement shall require
      the reasonable consent of Purchaser, which shall be deemed granted if not
      declined within 30 days of the written request for consent from
      Licensee.  Assignment in cases not listed above shall require the
      consent of the other Party not to be unreasonably withheld or delayed or
      conditioned. Each party shall bind an assignee or transferee hereunder to a
      writing agreeing to assume the terms of this Agreement from and after the
      assignment or transfer. Purchaser shall make any assignment or transfer of
      its
      rights to any Licensed Technology or Licensed Patent Rights expressly subject
      to
      this Agreement, and shall bind the assignee or transferee thereto in
      writing.  Upon an assignment or transfer as set forth herein, the
      assignor or transferor shall remain liable for any breach of this Agreement
      occurring prior to the effective date of the assignment or transfer, and the
      assignee or transferee shall be solely liable for any breaches occurring from
      and after the effective date of the assignment or transfer.

     

    Headings.  The
      headings in this Agreement are for convenience only and are not intended to
      have
      any legal effect.

     

    Notices.  All
      notices, statements, and reports required or permitted by this Agreement shall
      be in writing and deemed to have been effectively given and
      received:  (i) five business days after the date of mailing if sent by
      registered or certified U.S. mail, postage prepaid, with return receipt
      requested; (ii) when transmitted if sent by facsimile, provided a confirmation
      of transmission is produced by the sending machine and a copy of such facsimile
      is promptly sent by another means specified in this section; or (iii) when
      delivered if delivered personally or sent by express courier service to the
      address set forth above or to such other address as indicated by either Party
      pursuant to this Section.

     

    Governing
      Law.  This agreement shall be governed by, construed and
      interpreted in accordance with the laws of the State of Maryland, without regard
      to its conflicts of laws provisions.  The parties agree that this
      Agreement and the transactions contemplated herein are not and will never be
      subject to (a) the Uniform Computer Information Transactions Act as currently
      enacted in any jurisdiction or as may be modified or amended from time to time
      by any jurisdiction, nor (b) the United Nations Convention on Contracts for
      the
      International Sale of Goods.

     

    Severability.  If
      any provision of this Agreement is held to be illegal, void or unenforceable
      under applicable law, this Agreement shall continue in force except that such
      provision shall be deemed to be excised therefrom with effect from the date
      of
      such decision and only to the extent only of the invalidity or
      unenforceability.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Waiver.  No
      waiver of this Agreement shall be binding on a Party unless executed in writing
      by both Parties.  No waiver of any part of this Agreement shall
      constitute a waiver of any other part, nor shall any waiver constitute a
      continuing waiver, unless otherwise expressly acknowledged in
      writing.   Moreover, a failure or delay by either Party hereto to
      exercise or enforce any rights conferred upon it by this Agreement shall not
      be
      deemed to be a waiver of any such rights or operate so as to bar the exercise
      or
      enforcement thereof at any subsequent time or times.

     

    Counterparts.  This
      Agreement may be signed in one or more counterparts, including facsimile
      counterparts, all of which, when taken together, shall constitute one original
      agreement.

     

    Entire
      Agreement.  This Agreement and its Schedules set forth the entire
      Agreement and undertaking between the Parties as to the subject matter hereof
      and supersedes all prior discussions and negotiations relating to the subject
      matter hereof.  No variation or amendment of this Agreement shall bind
      either Party unless made in writing and agreed to in writing by duly authorized
      officers of both Parties.  Nothing in this Agreement is intended to
      amend or supersede any term of the Purchase Agreement and the related
      transaction documents.

    


    [Remainder
      of page blank. Signatures appear on following page.]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    IN
      WITNESS
      WHEREOF this Agreement has been executed the day and year first above written,
      through their duly authorized representatives.

     

    


    
      	
              LICENSEE
                (Gene Logic Inc.):

               

              By:  /s/
                Charles L. Dimmler

              Name:  Charles
                L. Dimmler, III

              Title:  Chief
                Executive Officer and President

            	
              PURCHASER
                (Ocimum Biosolutions, Inc.):

               

              By:  /s/
                L.V. Subash

              Name:  Subash
                Lingareddy

              Title:    President
                and Chief Financal Officer

            


    

     

    10