a5570624ex_10101.htm


    EXHIBIT
      10.101

    EXECUTION
      COPY

     

    LICENSE
      AGREEMENT

    DIAGNOSTIC
      DEVELOPMENT 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 (the
“Purchase Agreement”), dated as of 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 Gene
      Logic, Purchaser and Ocimum India dated December 12, 2007,  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:

     

    
      	
               

            	
              1.
                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:

            


    

     

    
      	
              1.1.

            	
              “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.

            


    

     

    
      	
              1.2.

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

            


    

     

    
      	
              1.3.

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

            


    

     

    
      	
              1.4.

            	
              “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 Diagnostic
                Development Business, and their respective successors and
                assigns.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              1.5.

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

            


    

     

    
      	
              1.6.

            	
              “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.

            


    

     

    
      	
              1.7.

            	
              “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.

            


    

     

    
      	
              1.8.

            	
              “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 Business, 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.

            


    

     

    
      	
              1.9.

            	
              “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.

            


    

     

    
      	
              1.10.

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

            


    

     

    
      	
              1.11.

            	
              “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).

            


    

     

    
      	
              1.12.

            	
              “Retained
                Business” shall mean the Diagnostic Development Business, as defined
                in the Purchase Agreement, as such Retained Business is now or hereafter
                conducted.

            


    

     

    
      	
               

            	
              2. 
                LICENSES.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              2.1.

            	
              Grant.  Subject
                to the terms and conditions of this Agreement, Purchaser hereby grants
                to
                Licensee, and Licensee accepts, (A) for a period of one year from
                the date of Closing, the exclusive right and license to use the Licensed
                Technology and the Licensed Patent Rights in the Retained Business,
                including as needed the right to reproduce, create Improvements and
                derivative works (the “Exclusive License”), (B) the non-exclusive
                right and license to use the Licensed Technology and the Licensed
                Patent
                Rights in the Retained Business from and after the end of the Exclusive
                License, including as needed the right to reproduce, create Improvements
                and derivative works (the “Retained Business Non-Exclusive
                License”), and (C) the non-exclusive right and license to use the
                Licensed Technology and the Licensed Patent Rights in all fields
                of use
                outside of the Retained Business, 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), (B) and (C) above
                directly or through Licensee Affiliates, contractors working for
                the
                account of Licensee or a Licensee Affiliate, and
                Collaborators.

            


    

     

    
      	
              2.1.1.

            	
              The
                grant of the Exclusive License entails that, as long as the Exclusive
                License 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 Retained
                Business.

            


    

     

    
      	
              2.1.2.

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

            


    

     

    
      	
              2.1.3.

            	
              The
                Exclusive License, the Retained Business Non-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 Business 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.

            


    

     

    
      	
              2.1.4.

            	
              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.

            


    

     

    
      	
              2.1.5.

            	
              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.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              2.1.6.

            	
              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.

            


    

     

    
      	
              2.1.7.

            	
              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.

            


    

     

    
      	
              2.2.

            	
              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 Business and the terms of this
                Agreement.

            


    

     

    
      	
              2.3.

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

            


    

     

    
      	
              2.4.

            	
              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.

            


    

     

    
      	
              2.5.

            	
              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.

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              3.
                OTHER ACTIONS.

            


    

     

    
      	
              3.1.

            	
              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.

            


    

     

    
      	
              3.2.

            	
              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.

            


    

     

    
      	
              4.1.

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

            


    

     

    
      	
              4.2.

            	
              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.

            


    

     

    
      	
               

            	
              5.
                INTELLECTUAL
                PROPERTY.

            


    

     

    
      	
              5.1.

            	
              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.

            


    

     

    
      	
              5.2.

            	
              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.

            


    

     

    
      	
              5.3.

            	
              Right
                to Bring Claims.

            


    

     

    
      	
              5.3.1.

            	
              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.

            


    

     

    
      	
              5.3.2.

            	
              In
                the event Licensee identifies a suspected infringement or misappropriation
                of the Licensed Technology or Licensed Patent Rights within the Retained
                Business, 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 Retained Business 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.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
              5.3.3.

            	
              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.

            


    

     

    
      	
              5.4.

            	
              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.

            


    

     

    
      	
              5.5.

            	
              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.

            


    

     

    
      	
              5.6.

            	
              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.

            


    

     

    
      	
              5.7.

            	
              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.

            


    

     

    
      	
               

            	
              6.
                TERM AND TERMINATION.


            


    

     

    
      	
              6.1.

            	
              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.

            


    

     

    
      	
              6.2.

            	
              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.

            


    

     

    
      	
              6.3.

            	
              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.

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              7.INDEMNIFICATION.

            


    

     

    
      	
              7.1.

            	
              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.

            


    

     

    
      	
              7.2.

            	
              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.

            


    

     

    
      	
              7.3.

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

            


    

     

    
      	
              7.4.

            	
              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.

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              8.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.  

            


    

     

    
      	
               

            	
              9.GENERAL.

            


    

     

    
      	
              9.1.

            	
              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.

            


    

     

    
      	
              9.2.

            	
              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 (but not of the Retained
                Business Non-Exclusive License) 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.

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
              9.3.

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

            


    

     

    
      	
              9.4.

            	
              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.

            


    

     

    
      	
              9.5.

            	
              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.

            


    

     

    
      	
              9.6.

            	
              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.

            


    

     

    
      	
              9.7.

            	
              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.

            


    

     

    
      	
              9.8.

            	
              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.

            


    

     

    
      	
              9.9.

            	
              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.

            


    

     

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      of page blank.  Signatures appear on following page.]

     

    
      
         

      

      
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    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 Financial Officer

            


    

     

    20