Exhibit 10.6

[Confidential Treatment Requested. Confidential Portions of this Agreement have been redacted and filed separately with the
U.S. Securities and Commission]

SETTLEMENT AGREEMENT

This Agreement is entered into this 20th day of July, 2001 by and among NANOGEN, INC., a Delaware corporation, ("Nanogen"); MOTOROLA, INC., a
Delaware corporation, ("Motorola"); MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a Massachusetts corporation, ("MIT"); and GENOMETRIX, INC., a Delaware corporation, ("Genometrix").

RECITALS

WHEREAS, Genometrix is a licensee of U.S. Patent No. 5,653,939 (the "'939" Patent") pursuant to a license agreement with MIT dated April 1, 1996;
and

WHEREAS,
Motorola is a licensee of the '939 Patent pursuant to a license agreement with Genometrix dated July 6, 1999, as amended and restated October 31, 2000; and

WHEREAS,
on April 28, 2000, Nanogen instituted a declaratory judgment action against MOTOROLA and MIT, alleginginter aliainvalidity and noninfringement of the '939 Patent in the United States District Court for the Southern District of California, styled Case No. 00 CV 0872 IEG (AJB) (the "Litigation"); and

WHEREAS,
on May 30, 2000, Motorola filed its Counterclaims against Nanogen in the Litigation alleginginter aliainfringement of
the '939 Patent; and

WHEREAS,
Nanogen subsequently filed a First Amended Complaint in the Litigation adding Genometrix as a defendant to the Litigation; and

WHEREAS,
Nanogen, Motorola, MIT and Genometrix have agreed to settle the Litigation as among them; and

WHEREAS,
in contemplation of such settlement, Nanogen and Motorola wish to enter into a license agreement which grants Nanogen a license under claims 16 and 39 of the '939 Patent;

WHEREAS,
in further contemplation of such settlement, Nanogen, Motorola, MIT and Genometrix wish to enter into a Notice Of Stipulated Dismissal Of Claims And Counterclaims Without
Prejudice; and

NOW
THEREFORE, in consideration of the mutual acts, covenants and promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:



***Confidential
Material Redacted and Filed with the Commission

1

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***Confidential
Material Redacted and Filed with the Commission

2

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3

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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

***Confidential
Material Redacted and Filed with the Commission

4

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement and the exhibits hereto to be duly executed as of this date hereof by an authorized representative of each on their
behalf, and each party covenants that this instrument and the execution of the exhibits is a voluntary act of each said party and the manner of execution is sufficient to constitute a binding
agreement on its behalf.

|NANOGEN, INC.                         |  | MOTOROLA, INC.                                                                                        
|------------------------------------- |  | ------------------------------------------------------------------------------------------------------
|By:                                   |  | /S/ V. RANDY WHITEName: V. Randy White
Title: CEO
Date: 7/20/01                                       
|Approved as to form:                  |  | Approved as to form by:                                                                               
|By:                                   |  | /S/ DOUGLAS E. OLSONName: Douglas E. Olson, Esq.
Counsel for Nanogen                                  
|MASSACHUSETTS INSTITUTE OF TECHNOLOGY |  | GENOMETRIX, INC.                                                                                      
|By:                                   |  | /S/ JOHN TURNERName: John. H. Turner
Title: Assoc. Director, Technology Licensing Office
Date: 7/20/01
|Approved as to form:                  |  | Approved as to form:                                                                                  
|By:                                   |  | N/AName:
Counsel for MIT                                                                              

---



EXHIBIT A

Douglas
E. Olson (State Bar Number 38649)
F. T. Alexandra Mahaney (State Bar Number 125984)
William C. Tayler (State Bar Number 171704)
BROBECK, PHLEGER & HARRISON LLP
12390 El Camino Real
San Diego, CA 92130-2081
Telephone: (858) 720-2500
Facsimile: (858) 720-2555

Attorney
for Plaintiff NANOGEN, INC.

UNITED
STATES DISTRICT COURT

SOUTHERN
DISTRICT OF CALIFORNIA

|NANOGEN, INC., a Delaware Corporation,  |  | )   |  | Case No. 00 CV 0872 IEG (AJB)                             
|--------------------------------------- |  | --- |  | ----------------------------------------------------------
|                                        |  | )   |  |                                                           
|Plaintiff,                              |  | )
) |  | NOTICE OF STIPULATED DISMISSAL
OF CLAIMS AND COUNTERCLAIMS
|v.                                      |  | )   |  | WITHOUT PREJUDICE                                         
|                                        |  | )   |  |                                                           
|MOTOROLA, INC., a Delaware Corporation, |  | )   |  |                                                           
|BECKMAN COULTER, INC., a Delaware       |  | )   |  | Action Filed: April 28, 2000                              
|Corporation, MASSACHUSETTS INSTITUTE    |  | )   |  |                                                           
|OF TECHNOLOGY, a Massachusetts          |  | )   |  |                                                           
|corporation.                            |  | )   |  |                                                           
|                                        |  | )   |  |                                                           
|Defendants.                             |  | )   |  |                                                           
|                                        |  | )   |  |                                                           
|                                        |  | )   |  |                                                           
|                                        |  | )   |  |                                                           
|                                        |  |     |  |                                                           

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TO ALL PARTIES AND THEIR COUNSEL OF RECORD:

NOTICE
IS HEREBY GIVEN THAT pursuant to Rule 41(a) of the Federal Rules of Civil Procedure, plaintiff Nanogen, Inc. ("Nanogen") and defendants Motorola, Inc.
("Motorola"), Massachusetts Institute of Technology ("MIT") and Genometrix, Inc. ("Genometrix"), by and through their respective counsel of record, stipulate to the voluntary dismissal without
prejudice of all claims and counterclaims made in this action.

Pursuant
to said stipulation, plaintiff Nanogen hereby voluntary dismisses without prejudice of its all claims against defendants Motorola, MIT and Genometrix in this action.

Pursuant
to said stipulation, defendant and counterclaimant Motorola hereby voluntary dismisses without prejudice of its all claims against Nanogen in this action.

|DATED: July 20, 2001 |  | BROBECK, PHLEGER & HARRISON LLP
|-------------------- |  | -------------------------------
|                     |  | By:                            
|DATED: July 20, 2001 |  | HAHN & BURNETT                 
|                     |  | By:                            

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EXHIBIT B

[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION]

LICENSE AGREEMENT

This License Agreement (the "Agreement") is made and entered into this 20th day of July, 2001, by and between Nanogen, Inc. ("Nanogen" as that term is
further defined in Section 1.11 hereof) and Motorola, Inc. ("Motorola"). Nanogen and Motorola are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Genometrix, Inc. is the owner of a license from MIT under U.S. Patent No. 5,653,939 (the "'939 patent") and its foreign counterparts;

WHEREAS,
Motorola is the owner of a sublicense from Genometrix under the '939 patent and has the exclusive right, pursuant to such sublicense, to grant further sublicenses thereunder;
and

WHEREAS,
Nanogen desires to obtain a sublicense from Motorola under claims 16 and 39 of the '939 Patent.

NOW
THEREFORE, in consideration of the mutual undertakings contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, agree as follows:

ARTICLE 1  DEFINITIONS

The following terms, when they appear in this Agreement with an initial capital letter and without regard to whether they appear in the singular, plural or
possessive form, shall have the meaning defined below:

1.1  "Affiliate"
shall mean any corporation or other form of limited liability legal person, partnership, or other form of business entity controlled by, controlling or
under common control with a Party hereto. As used herein, the word and root "control" in the context of a corporation shall mean the ownership, directly or indirectly, of fifty percent (50%) or more
of the voting shares or other equity interests entitled to vote in the election of Directors to the Board of Directors of the corporation; and, in the context of any other form of business entity, the
right to receive fifty percent (50%) or more of the net profits of such entity plus the right to at least a fifty percent (50%) interest in the management and control of such entity; provided that, if
the country of incorporation of such limited liability legal person or the country of domicile of the other form of business entity requires that foreign ownership be less than fifty percent (50%),
the maximum permitted percentage of foreign ownership shall be substituted in this Section 1.1 for fifty percent (50%).

1.2  "Effective
Date" shall mean the last date in time adjacent the signature of the authorized representatives of the Parties on the last page of this Agreement.

B1

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1.3  "Licensed Patents" shall mean: (a) claims 16 and 39 contained in United States Patent No. 5,653,939; (b) any claims contained in a divisional,
continuation or continuation-in-part, reissue, renewal or extension thereof or substitute therefore, or any patent issuing therefrom with claims (i) that read on said
claims 16 or 39 or (ii) on which said claims 16 or 39 read; and (c) the claims in any foreign patent applications and the patents that issue therefrom corresponding to such claims in
clauses (a) or (b) of this Section.

1.4  "Disposable
Licensed Product" shall mean that ***, the manufacture, use or sale of which, but for a license granted under this Agreement, would infringe a claim in
the Licensed Patents.

1.5  "Instrument
Licensed Product" shall mean that instrument, system or component or part thereof in the Licensed Field, the manufacture, use or sale of which, but for
a license granted under this Agreement, would infringe a claim in the Licensed Patents.

1.6  "Licensed
Field" shall mean all fields of use except the field of use of a ***.

1.7  "Licensed
Product" shall mean and include any Instrument Licensed Product or Disposable Licensed Product.

1.8  "Licensed
Process" means that method, process, procedure or application in the Licensed Field which, but for a license, would infringe a claim in the Licensed
Patents.

1.9  "MIT/Genometrix
Agreement" means the Patent License Agreement entered into by and between MIT and Genometrix on or about April 1, 1996, including amendments
thereto made prior to the Effective Date of this Agreement, a copy of which is attached hereto as Exhibit B.

1.10  "Nanogen/Beckman
License Agreement" means the License Agreement entered into by and between Nanogen and Beckman Coulter, Inc. ("Beckman") on or about
May 19, 2000.

1.11  "Nanogen"
shall mean Nanogen Inc. and its subsidiaries and Affiliates.

1.12  ***.

1.13  "Net
Sales" shall mean ***.

1.14  "Third
Party" means any person or entity which is not a Party, an Affiliate of a Party, or a Nanogen Related Party.

1.15  "Settlement
Agreement" means that Settlement Agreement entered into on or about the Effective Date of this Agreement by and among Nanogen, Motorola,
Genometrix, Inc., and Massachusetts Institute of Technology ("MIT").

ARTICLE 2  LICENSE GRANT

2.1Grant



2.2  ***.

2.3  ***.

2.4  ***.

2.5  ***.

***Confidential
Material Redacted and Filed with the Commission

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2.6No Other Licenses



2.7Term of LicenseThe term of this Agreement shall be for as long as Nanogen has any obligation to
make any royalty or other payment to Motorola.

ARTICLE 3  PAYMENTS TO MOTOROLA

3.1License FeeNanogen shall pay to Motorola as an initial license fee the non-refundable
sum of Two Million Five Hundred Thousand Dollars ($2,500,000). The initial license fee shall be non-refundable and shall not be a credit or advance against future Nanogen royalty
obligations. The initial licensee fee shall be paid in cash on the Effective Date.

3.2RoyaltiesNanogen shall pay to Motorola running royalties equal to ***.

3.3PaymentsAll cash payments due under this Article 3 shall be made in United States Dollars.
***.

3.4  ***.

3.5  ***.

3.6  ***.

3.7  ***.

3.8  ***:



ARTICLE 4  ROYALTY REPORTS AND BOOKS

4.1Royalty ReportsNanogen shall for each calendar quarter during the term of this Agreement and not
later than *** after the close of such calendar quarter provide to Motorola an accounting report which, at a minimum, shall show:***.

4.2Books and RecordsNanogen shall keep or cause to be kept true and accurate books, records, and
accounts in accordance with generally accepted accounting principles consistently applied covering Nanogen's activities hereunder and containing all information necessary for the true and accurate
determination of the amounts earned and paid hereunder. Nanogen shall, not more than *** per year and upon prior reasonable written notice from Motorola, permit a certified public accountant appointed
and paid for by Motorola (the "Auditor") and reasonably acceptable to Nanogen to inspect each Nanogen or Nanogen Related Party facility manufacturing Licensed Products or practicing Licensed Processes
and to review the previous *** books, records and accounts to verify the amounts earned by Motorola and paid by Nanogen hereunder. The Auditor shall furnish to both Parties reports stating only its
findings during such inspection as to the accuracy, or the nature and extent of any inaccuracy of such books, records, accounts and payments. If such Auditor determines an amount earned by Motorola
which exceeds Nanogen's determination by greater than *** then if Nanogen disagrees with such Auditor's report, Motorola and Nanogen shall jointly select and appoint a second independent auditor to
issue a report verifying the amounts earned by Motorola and paid by Nanogen

***Confidential
Material Redacted and Filed with the Commission

B3

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hereunder. The fees and expenses of the second independent auditor shall be paid by Nanogen. The second independent auditor's report shall be considered as final and conclusive and not subject to
review or dispute.



ARTICLE 5  REPRESENTATIONS AND WARRANTIES

5.1General Representations and WarrantiesEach Party represents and warrants to the other that:



5.2Motorola's Representations and WarrantiesMotorola represents and warrants to Nanogen that:



***Confidential
Material Redacted and Filed with the Commission

B4

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ARTICLE 6  TERMINATION

6.1Termination for CauseThis Agreement may be terminated prior to the expiration of the term of this
Agreement upon the occurrence of any of the following:



6.2Termination By Operation of LawThis Agreement shall terminate in the event that any agreement
required for the grant of the licenses granted in Section 2.1 ***.

6.3Failure to Assert RightsThe failure by one of the Parties under this Agreement to assert its
rights for any breach of this Agreement shall not be deemed a waiver of such rights. The rights and remedies specified herein, except those specified as exclusive, are in addition to and shall not
restrict any right or remedy either Party may have at law or in equity for any breach of this Agreement.

6.4Survival of ObligationsSections 3.6, 3.7, 3.8 and 6.4 and all of Articles 8, 10, 11, 12, 13 and 14
shall survive the expiration or termination of this Agreement. The termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have
accrued to the benefit of either Party under this Agreement prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve either Party from
obligations which are expressly indicated to survive termination or expiration of this Agreement.

ARTICLE 7  ASSIGNMENT

Nanogen may not assign this Agreement in whole or in part without obtaining the prior written approval of Motorola, except that Nanogen shall have the right to
assign this Agreement without the consent of Motorola to any Affiliate or to any purchaser of Nanogen's entire business or of substantially all of Nanogen's assets relating to the sale of Licensed
Products. Nanogen acknowledges that the licenses granted in this Agreement constitute "intellectual property" for purposes of Bankruptcy Code Section 365 and therefore may not be assumed or
assigned in any bankruptcy proceeding.

***Confidential
Material Redacted and Filed with the Commission

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ARTICLE 8  PRODUCT LIABILITY

***

ARTICLE 9  ***

***

ARTICLE 10  NOTICES

All notice and payments required or permitted to be given hereunder shall be in writing and addressed to the respective Parties as follows:

If to Nanogen:

Nanogen, Inc.
10398 Pacific Center Court
San Diego, California 92121
Attention Chief Executive Officer
Facsimile:With a copy to:

Nanogen, Inc.
10398 Pacific Center Court
San Diego, California 92121
Attention: General Counsel
Facsimile:If to Motorola to:

Motorola, Inc.
4088 Commercial Avenue
Northbrook, IL 60062
Attention: Director of Contracts
Facsimile: (847) 714-7009With a copy to:

Motorola, Inc.
1303 East Algonquin Road
Schaumburg, IL 60196
Attention: Director of Intellectual Property
Facsimile: (847) 576-3750


or
such other addresses as may be designated by the respective Parties in writing. A notice shall be deemed given the earlier of the date when actually received if sent by messenger or facsimile (with
notice of receipt in good order requested and received) or three (3) days after deposit in the United States registered or certified mail, postage prepaid, and properly addressed.

ARTICLE 11  SECTION HEADINGS

Section headings are for convenience only and shall not be construed to limit or extend the meaning of any portion of this Agreement.

***Confidential
Material Redacted and Filed with the Commission

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ARTICLE 12  DISPUTE RESOLUTION

If either Motorola or Nanogen believes that one of its patents is infringed by the other Party, then the Party asserting infringement will send a letter, by
overnight courier, with a claim chart to the other side. Within *** of receipt of that letter, the recipient will respond with a claim chart expressing views regarding non-infringement and
will identify any art that the recipient believes invalidates the asserted claims. Within *** of receipt of that response letter, the Parties agree to have a face-to-face
meeting with appropriate technical and legal personnel present to attempt to resolve the dispute. If unsuccessful, the Parties agree to have a meeting, within *** of the first meeting, with
appropriate senior business representatives to further attempt to seek a business resolution. If that further meeting does not resolve the dispute, the Parties agree to submit the dispute to
mediation, which shall be concluded within two weeks of such further meeting with senior business representatives. The Parties agree to use the mediation services of JAMS in the location selected by
the Party asserting the claim. The Parties further agree that JAMS may assign to the Parties' dispute any of its mediators who is available to conduct the mediation within two weeks after the meeting
with senior business representatives. The mediation shall be concluded in no more than three days. If the mediation is unsuccessful, the Party asserting the claim may thereafter file suit in the court
of its choice. For purposes of a suit filed by Motorola after the failure of the above attempts to reach a business resolution, Nanogen consents to the jurisdiction of the courts of the State of
Illinois and to jurisdiction and venue in the Northern District of Illinois; and for purposes of a suit filed by Nanogen after the failure of the above attempts to reach a business resolution,
Motorola consents to the jurisdiction of the courts of the California and to jurisdiction and venue in the Southern District of California. In any such suit, the accused infringer agrees not to assert
that the period of attempted resolution under this agreement (from the date of the initial dispatch of notice through the breakdown of the mediation process) will not be relied upon in any argument to
negate a finding of irreparable harm should the
patent owner move for preliminary relief, and that any applicable statute of limitations shall be tolled during such period of attempted resolution.

ARTICLE 13  LAW GOVERNING AND CONSTRUCTIONS

13.1Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of
the state of Delaware as if it has been delivered in Delaware, and all acts performed or required to be performed hereunder have been performed entirely within such state, not including, however any
conflicts of law rule of Delaware which may direct or refer such determination to the laws of any other state of country.

13.2MutualityThis Agreement is the result of negotiation and compromise among the Parties and no
Party shall be prejudiced as having been the drafter of the Agreement.

13.3Jurisdiction and VenueJurisdiction and venue with respect to actions for breach of this Agreement
shall be exclusive in the United States District Court for the Southern District of California.

***Confidential
Material Redacted and Filed with the Commission

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ARTICLE 14  MISCELLANEOUS

14.1  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 any Party hereto without the express written approval of such other Party.

14.2  EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND SUBSIDIARIES MAKE NO REPRESENTATIONS
AND EXTEND NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF THE LICENSED PATENTS, CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY THE PARTIES THAT THE PRACTICE BY NANOGEN OF THE LICENSES GRANTED
HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. EXCEPT AS EXPRESSLY STATED HEREIN, IN NO EVENT SHALL THE PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR SUBSIDIARIES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS.

14.3ConfidentialityExcept to the extent expressly authorized by this Agreement or otherwise agreed in
writing by the Parties, the Parties agree that, for the term of this Agreement and for *** thereafter, the receiving Party (the "Receiving Party") shall keep confidential and shall not publish or
otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any information furnished to it by the other Party (the "Disclosing Party") pursuant to this Agreement
(the "Confidential Information") unless the Receiving Party can demonstrate by written proof that such Confidential Information:



***Confidential
Material Redacted and Filed with the Commission

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14.4Authorized Disclosure of Confidential InformationEach Party may disclose Confidential Information
belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:



Notwithstanding
the foregoing, in the event a Party is required to make a disclosure of the other Party's Confidential Information pursuant to these Sections 14.3 and 14.4, the disclosing Party will,
except where impracticable, give reasonable advance notice to the other Party of such disclosure and use best efforts to secure confidential treatment of such information. In any event, the Parties
agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

14.5PublicityThe Parties may want to issue press releases announcing the execution of this Agreement
and may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties shall consult with each other reasonably and in good faith and agree
with respect to the text and timing of such press releases prior to the issuance thereof, provided that a Party may not unreasonably withhold consent to or delay such releases.

14.6No Effect on Protective OrderNothing in this Agreement shall be deemed to diminish, impair or
otherwise affect the Parties' obligations under the Second Amended Stipulated Protective Order Regarding Contributor's Information, entered on or about July 9, 2001, in Case No. 00CV0872
IEG (AJB) (S.D. Cal.).

14.7  ***

14.8Force MajeureNo Party shall be held liable or responsible to any other Party nor be deemed to
have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (other than non-payment) when such failure or delay is caused by
or results from causes beyond the reasonable control of the affected Party, including, but not limited to, fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections,
riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or another Party. For the avoidance of doubt,
the Parties agree that notwithstanding the foregoing, the bankruptcy or insolvency of a Party shall not excuse that Party's full performance under this Agreement, and that the provisions of this
Section shall not be deemed to include bankruptcy or insolvency laws as a cause beyond the reasonable control of a Party.

14.9  In
the event that any provision of this Agreement is held invalid or unenforceable for any reason, such unenforecability 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.

14.10  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.

***Confidential
Material Redacted and Filed with the Commission

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ARTICLE 15  ENTIRE AGREEMENT

15.1  This instrument and the Settlement Agreement entered into herewith contain the entire and only agreements between the Parties relative to
the subject matter hereof and supersede all previous negotiations, representations, undertakings and agreement both written and oral heretofore made
between the Parties as to the subject matter. Any representation, promise or condition in connection herewith not specifically incorporated herein shall not be binding upon either Party.

15.2  No
modification, renewal, extension, waiver, cancellation or termination of this Agreement or of any of the provisions herein contained shall be valid until and
unless made in writing and signed on behalf of the respective Parties by duly authorized officers thereof.

[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have respectively caused this Agreement to be executed on the dates hereinafter indicated.

ACCEPTED
AND AGREED

|MOTOROLA, INC.       |  |                                                                                                            
|-------------------- |  | -----------------------------------------------------------------------------------------------------------
|By:                  |  | /S/ GEORGE TURNERGeorge Turner
Vice President and Manager
Motorola Life Sciences                           
|MOTOROLA, INC.       |  |                                                                                                            
|By:                  |  | /S/ JON MEYERJon Meyer, Esq.
Senior Vice President and Assistant General Counsel for Motorola Life Sciences
|Approved as to form: |  |                                                                                                            
|By:                  |  | /S/ STASIA OGDENStasia Ogden, Esq.
Counsel for Motorola Life Sciences                                      
|NANOGEN, INC.        |  |                                                                                                            
|By:                  |  | /S/ V. RANDY WHITERandy White
Chief Executive Officer
Nanogen, Inc.                                        
|Approved as to form: |  |                                                                                                            
|By:                  |  | /S/ DOUGLAS E. OLSONDouglas E. Olson, Esq.
Attorney for Nanogen, Inc                                       

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EXHIBIT A TO LICENSE AGREEMENT

Eggers
et al.,Multi-site Detection Apparatus,U.S. Patent No. 5,532,128 (July 2. 1996).

Eggers
et a1.,Multi-site Molecule Detection Method,U.S. Patent No. 5,670,322 (issued Sept. 23, 1997).

Eggers
et al.,Multi-site Detection Apparatus,U.S. Patent No. 5,891,630 (issued Apr- 6.1999). Hollis et at., Methods and Apparatus for Molecule Detection,EP543,550(published May 26, 1993).

Hollis
et al.,Optical and Electrical Methods and Apparatus for Molecule Detection,WO 93/22678 (published Nov. 11. 1993).

Hollis
et al.,Molecule Detecting Method and Apparatus Therefor,JP 5,322,817 (issued Dec. 7" 1993).

Hollis
et a1.,Optical and Electrical Methods and Apparatus for Molecule Detection,EP 638,173 (published Feb. 15, 1995).

Hollis
et al.,Optical and Electrical Methods and Apparatus for Molecule Detection,JP 7.508.831 (issued Sept. 28. 1995).

Hollis
et al.,Optical and Electrical Methods and Apparatus for Molecule Detection,U.S. Patent No. 5,653,939 (issued Aug. 5, 1997).

Hollis
et al.,Optical and Electrical Methods and Apparatus for Molecule Detection,U.S. Patent No. 5.846,708 (issued Dec. 8, 1998).

Hollis
et al.,Methods and Apparatus for Molecule Detection.DE 69,228,291 (issued Mar. 11, 1999).

Eggers
et al.,VerfahrenUnd VorrichtungZumNachweisVon Molekuelen,Austrian Patent 176324 (issued February 15, 1999).

***.

***Confidential
information redacted and filed separately with the Commission.

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EXHIBIT B TO LICENSE AGREEMENT

[Confidential Treatment Requested. Confidential Portions of this Agreement have been redacted and filed separately with the U.S. Securities and Exchange
Commission]

MASSACHUSETTS INSTITUTE OF TECHNOLOGY
GENOMETRIX, INCORPORATED PATENT LICENSE AGREEMENT

(EXCLUSIVE)

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

***Entire Agreement Redacted and filed with the Commission

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