**10.50c**







**AFFYMETRIX**





**BiotechAccess
      Agreement**





This
      BiotechAccess Agreement (the "Agreement") is entered into by and between
      Affymetrix, Inc., having its principal place of business at 3420 Central
      Expressway, Santa Clara, CA 95051 ("Affymetrix") and Gene Logic Inc. ("Gene
      Logic"), having its principal place of business at 50 West Watkins Mill Road,
      Gaithersburg, MD, 20878, USA, each a "Party," and together the "Parties" to
      this
      Agreement as of January 1,2007 (the "Effective Date").





Subject
      to
      the terms of this Agreement, Affymetrix is pleased to offer to Gene Logic
      participation in our BiotechAccessTM Program ("Program"). This Program is
      specifically designed to meet the needs of smaller biotechnology companies
      desiring access to Affymetrix' array technology. The benefits you will receive
      as a BiotechAccess subscriber are described below:





**Definitions**





"Affiliates"
      means any corporation, company, partnership, joint venture and/or firm which
      is
      controlled by or controls a Party or is under common control with a Party,
      but
      only for so long as such Affiliate remains an Affiliate of a Party, and only
      if
      such Affiliate is bound by the terms of this Agreement. For purposes of this
      Section, "control" shall mean, (i) beneficial ownership of at least fifty
      percent (50%) of the voting securities of a corporation or other business
      organization with voting securities (or such other percentage as required to
      establish control in the relevant jurisdiction); or (ii) a fifty percent (50%)
      or greater interest in the net assets or profits of a partnership or other
      business organization without voting securities; (or such other percentage
      as
      required to establish control in the relevant jurisdiction).





"Database"
      means a collection of data derived from Probe Arrays and licensed or otherwise
      made available by Gene Logic or a third party to multiple unrelated parties
      in
      whole or in part for use in analysis or otherwise to derive additional
      information.





"GeneChip
      Products" means all Probe Arrays and the related kits and reagents currently
      ~available for sale as listed on Exhibits
      1 and any
      other kits, reagents or other consumable products now or hereafter generally
      offered for sale by Affymetrix and any custom Probe Arrays available through
      the
      programs specified in the definition of Probe Array.





"Instruments"
      means any instruments or other equipment sold by Affymetrix for use with
      GeneChip Products.





"Internal
      R&D" means using GeneChip Products and/or Probe Arrays, other than for
      providing Services and more specifically for (a) internal research, testing,
      validation, or training at Gene Logic, (b) product or service development,
      including, but not limited to, generating data for inclusion in Databases made
      available by Gene Logic or offered for license or sale, and (c) research
      projects involving collaboration with one or more customers or other third
      parties.





"Marks"
      means the trademarks, service marks, logos and tradenames owned or controlled
      by
      each Party.










"Probe
      Array" means a solid support having an array of polynucleotides with known
      location and sequence fabricated by or for and sold by Affymetrix for use in
      expression analysis and genotyping and shall include all probe arrays generally
      offered by Affymetrix for commercial sale during the Term as well as arrays
      available through Affymetrix' current CustomExpress®, NimbleExpressTM and
      Made-to-Order programs, as well as resequencing arrays available through
      Affymetrix' current CustomSeq® program, including those now available as
      indicated on Exhibits
      1 .
      Such
      arrays must be purchased in whole wafer increments unless otherwise indicated
      in Exhibits
      1 .
      All
      other custom arrays/array designs will be mutually agreed to in writing between
      the Parties in advance.





"Services"
      means the use of GeneChip Products in generation of data that will be provided
      to a third party for a service fee. Services shall include data developed by
      Gene Logic and/or its Affiliates for a third party for such third party's use.
      Services may include "Data Generation Services," in which samples are processed
      to obtain data for a third party, and "Analysis Services," in which Gene Logic
      may provide analysis services using its data or data obtained from a third
      party
      or from processing samples provided by Gene Logic or the third party. Services
      shall not include activities classified hereunder as Internal
      R&D.





"Software"
      means any software installed on an Instrument or otherwise made available by
      Affymetrix for use with GeneChip Products or other commercially available
      Affymetrix products or servIces.





"Term"
      has
      the meaning defined in Section 10 of this Agreement.





"Effective
      Date" shall have the meaning set forth in the first paragraph of the
      Agreement





1. License
      to Buy and Use GeneChip Products and/or Probe Arrays at Reduced
      Pricing :


As
      a
      participant in the Program and subject to the terms of this Agreement, Gene
      Logic shall, during the Term, be entitled to purchase and use for Internal
      R&D the GeneChip Products and Probe Arrays and related reagents ("Products")
      listed in the price sheet(s) attached as Exhibit 1 hereto ("Price Lists(s)").
      Any deviation from standard GeneChip Product or Probe Array design and
      manufacturing processes will require a specific quotation for an individual
      design and will be considered outside of the CustomExpress program. Additional
      specifications are available in the Affymetrix GeneChip CustomExpress Array
      Design Guides. All CustomExpress Arrays must be ordered and purchased in whole
      lot increments, which may be changed upon reasonable notice from
      Affymetrix.





2. Reductions
      to Price During the Term .


If
      during
      the Term Affymetrix reduces the price of its products or services from those
      in
      the Price List whether by amendment or bye-mail notice or by any other written
      document and such price reduction is offered to Gene Logic, Gene Logic may
      purchase quantities of products upon such terms provided by Affymetrix and
      subject to any conditions specified by Affymetrix in connection
      therewith.





3. Software .


As
      a
      participant in the Program and subject to the terms of this Agreement (including
      the Terms and Conditions) and the licenses applicable to such products, Gene
      Logic may purchase during the Term the following Affymetrix software products
      at
      prices discounted ten percent (10%) from Affymetrix' then current regional
      list
      prices:





a)
      Perpetual licenses for Affymetrix GeneChip Operating Software (GCOS) and
      GeneChip DNA Analysis Software (GDAS); and





b)
      All
      External Developers Program software.










These
      discounts will not apply to Software packages that are sold in combination
      with
      computer hardware. Gene Logic may purchase Affymetrix' standard software
      maintenance services pursuant to an Affymetrix Software Maintenance Agreement
      available from Affymetrix.





4. Training


As
      a
      participant in the Program and subject to the terms of this Agreement, Gene
      Logic shall be entitled during the Term to receive one (1) day of training
      per
      year. Additional days training may be purchased at a rate of
      $5,000.00/day.





5. Access
      Fees .


In
      exchange for the licenses and rights granted to Gene Logic herein, Gene Logic
      agrees to pay to Affymetrix the annual, non-refundable subscription payment
      of
      $50,000 ("BiotechAccess Fee"). The BiotechAccess Fee will be paid to Affymetrix
      within thirty (30) days of the Effective Date and on each subsequent anniversary
      of the Effective Date during the Term. Gene Logic acknowledges and agrees that
      the foregoing BiotechAccess Fee is not creditable toward the purchase of any
      products or services. All fees payable under this Agreement exclude sales,
      use,
      VAT, consumption and other similar taxes and Gene Logic shall be responsible
      for
      paying all such taxes. The BiotechAccess Fee in addition to the fees associated
      with the purchase of GeneChip Products and Probe Arrays are the only
      consideration furnished by Gene Logic for the rights and licenses granted
      herein. Accordingly, Gene Logic shall not be obligated to pay any additional
      annual access or subscription fee(s) or royalties to Affymetrix under this
      Agreement during the Initial Term (without prejudice to any amounts owed under
      previous agreements between the parties).





Notwithstanding
      the foregoing, for any year in which Gene Logic is an Affymetrix Service
      Provider under the terms and conditions of the Service Provider Agreement,
      Affymetrix agrees to waive the BiotechAccess Fee otherwise applicable to that
      year.





7. Site
      Restrictions .


Gene
      Logic
      acknowledges and agrees that all GeneChip Products and Probe Arrays purchased
      pursuant to this Agreement may only be used at Gene Logic's sites listed in Exhibit
      2 .
      Additional sites may be added or new sites may be substituted for old sites
      during the Term by Gene Logic pursuant to written notification to Affymetrix.
      Affymetrix reserves the right to charge a "Site Fee" for additional
      sites.





8. Terms
      and Conditions .


The
      Products and services provided to Gene Logic under this Agreement shall be
      subject to Terms and Conditions of Sale (including all Addenda) attached hereto
      as Exhibit 3 ("Terms and Conditions"). If any of the terms of this Agreement
      conflict with the Terms and Conditions, then the terms of this Agreement shall
      govern. Unless otherwise defined herein, all capitalized terms used in this
      Agreement shall have the meaning ascribed to them in the Terms and
      Conditions.





9. Trademark
      Use .


a)
      Each
      Party recognizes that the other Party hereto has developed valuable Marks,
      as
      listed on Exhibit 4 hereto, and may in the future develop additional Marks.
      Each
      Party may desire to describe the other Party as a customer (in the case of
      Service Provider) or a supplier (in the case of Affymetrix) in public marketing
      materials and technical materials published by such Party for marketing purposes
      and to use the other Party's Marks in such materials. Each Party may make such
      a
      general description of the Parties' relationship and use the other Party's
      Marks
      to assist with such description (i.e., to refer to or generally describe such
      Party's products or services) without the prior approval of the other Party,
      provided that the description is not inconsistent with information on the other
      Party's website or current published materials and, provided further, that
      the
      use of the other Party's Mark is limited to text and is not the logo or stylized
      Mark itself. Each Party shall allow the other Party reasonable prior review
      and
      approval of any more detailed description of the other Party's products or
      services, and any use of the other Party's logos or stylized Marks, in any
      of
      its proposed marketing materials, such approval not to be unreasonably withheld
      or delayed. Service Provider will also include on its website a link to the
      Affymetrix website along with a brief description of the relationship between
      Affymetrix and Service Provider that has been approved in advance by Affymetrix,
      such approval not to be unreasonably withheld or delayed.








(b)
      Each
      Party acknowledges the ownership and renown of all Marks used by the other
      Party
      prior to this Agreement that are listed on Exhibit
      4 .
      Each
      Party will maintain a quality standard, in connection with its products and
      services promoted in a manner that uses the other Party's Marks or refers to
      the
      other Party's products and/or services, that is at least as high as the standard
      such Party maintains for any of its other comparable products or services.
      Subject in all cases to the terms of Section 9(a) and this Section 9(b), each
      Party hereby authorizes the other Party to use its name and Marks for the
      specific purpose of identifying and/or promoting the other Party's products
      and
      services and identifying the manner in which such Party is involved in the
      other
      Party's products or services, and for no other purpose. If, in each Party's
      sole
      discretion, the other Party's use of the first Party's Marks in marketing
      materials does not meet the first Party's trademark usage policy, the first
      Party may notify the other Party of the specific objection to the use of a
      specific Mark or Marks and, if the other Party is unable to correct its usage
      to
      the reasonable satisfaction of the party owning the Marks within sixty (60)
      days
      after receipt of such notice, such Party at its option, may terminate the right
      of the other Party to use such specific Mark or Marks.





10. Term
      and Termination; Entire Agreement .
      This
      Agreement will be effective as of the Effective Date and will be in force for
      three (3 J years ("Initial Term"). This Agreement may be renewed for additional
      one 0) year periods through mutual written consent ("Renewal Term"). Initial
      Term and any Renewal Term(s) shall be referred collectively as "Term". The
      pricing extended to Gene Logic may be updated by Affymetrix from time-to-time
      during the Initial Term of the Agreement and subsequent Renewal Terms, if
      any.





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. Accordingly, the pricing set forth in this Agreement will only
      apply
      to firm Gene Logic orders accepted by Affymetrix during the Term. The provisions
      of the Terms and Conditions shall survive the termination of this Agreement
      in
      accordance with their terms.





This
      Agreement, together with its exhibits (including the Terms and Conditions),
      constitutes the entire agreement between Gene Logic and Affymetrix with respect
      to the subject matter hereof and is the final, complete, and exclusive statement
      of the terms of the Agreement, superseding all prior written and oral
      agreements, understandings and undertakings, as well as the terms of any current
      future purchase orders or similar forms.





11.
      Assignment.


Gene
      Logic
      may assign this Agreement without Affymetrix' consent to an Affiliate and to
      a
      successor to substantially all (or a substantial part that constitutes a
      majority) of the business of Gene Logic that relates to providing Services
      and/or undertaking Internal R&D, whether in merger, sale of stock, sale of
      assets or other similar transaction (and in connection with such an assignment
      may also transfer to such successor any portion of the inventory of Gene Chip
      Products or Probe Arrays then held by or on order from or in shipment to Gene
      Logic. Otherwise, this Agreement shall not be assignable by Gene Logic without
      the prior written consent of Affymetrix, such consent not to be unreasonably
      withheld or delayed.











If
      these
      terms are agreeable to you, please have an authorized representative of Gene
      Logic sign below and either fax, mail or send us an electronic copy for our
      counter-signature. A fully executed copy will then be sent back to you for
      your
      records





**AGREED
      AND ACKNOWLEDGED:**







Affymetrix,
                Inc.
            
            Gene
                Logic Inc.By:
            /s/
                Thane Kreiner, Ph.D.
            
            By:
            /s/
                Larry TiffanyName:
            Thane
                Kreiner, Ph.D.
            
            Name:
            Larry
                TiffanyTitle:
            Sr.
                Vice President
              Marketing
                & Sales
            
            Title:
            Sr.
                Vice President & General Manager
              GenomicsDate:
            1/9/07
            
            Date:
            1/4/07








**Exhibit
      3**





**Affymetrix
      Terms and Conditions of Sale**





1. General .
      These
      Terms and Conditions of Sale ("Terms and Conditions") shall govern the sale
      and
      license to the purchaser ("Buyer") of probe arrays, reagents, instruments,
      software, and other products and related services ("Products") by the Affymetrix
      entity named on the invoice or acknowledgement ("Affymetrix") provided to Buyer
      in connection therewith. These Terms and Conditions shall replace and supersede
      any current or future purchase orders or similar forms other than those as
      provided in paragraph 1.3 of the Service Provider Agreement or that are mutually
      signed by Affymetrix and Buyer.





2. Price .
      Except
      for deliveries within Europe, prices exclude all insurance, freight, taxes,
      fees, duties and levies, which shall be payable by Buyer.





3. Delivery .
      Products
      will be packed in Affymetrix' standard shipping packages. Affymetrix may make
      partial deliveries. Affymetrix will ship via carrier selected by
      Affymetrix.





3.1
      For
      Deliveries Outside Europe: Tender will be F.O.B./FCA shipping point. Title
      (except for software in which case Affymetrix shall retain title) and risk
      of
      loss or damage will pass to Buyer upon delivery of the Products to the
      carrier.





3.2
      For
      Deliveries Within Europe: Products shall be Delivered Duty Paid to the Buyer's
      site and the Buyer will be the importer for the Products and be responsible
      for
      paying the import VAT or similar taxies) within the Buyer's country. Title
      (except for software in which case Affymetrix shall retain title) and risk
      of
      loss will pass to Buyer upon delivery of the Products to the carrier. Insurance
      costs will be borne by Affymetrix to the Buyer's site.





3.3 Custom
      Arrays .
      Upon
      Affymetrix confirming receipt of complete Buyer Target Sequences and related
      information for each new Custom Probe Array design, Affymetrix will use
      reasonable efforts to design, layout, produce masks, and manufacture the initial
      lot of Custom Probe Arrays for each such custom design as follows: (i) within
      12
      weeks if Buyer orders only one Custom Probe Array design; (ii) within fourteen
      (14) weeks for up to four (4) custom designs; and (iii) for more than four
      (4)
      custom designs, according to the schedule quoted to Buyer and/or its Affiliates
      at the time they order such Custom Probe Array designs. Where Buyer and/or
      its
      Affiliates have ordered more than one custom design, Affymetrix reserves the
      right to provide the initial lots of Custom Probe Arrays for each such design
      at
      separate times, at Affymetrix' sole discretion, subject to the maximum time
      periods described in the previous sentence; in such case, the order that the
      initial lots of each such design will be provided relative to such other designs
      will be determined by a priority list submitted by Buyer at the time it orders
      the designs or, if no such list is submitted, in Affymetrix’ discretion. In no
      event shall Affymetrix be obligated to supply more than twelve (12) custom
      designs per year. Delivery times for all additional lots of Custom Probe Arrays
      ordered pursuant to this letter will be quoted at the time Affymetrix receives
      a
      firm order for such products and shall not exceed four (4) weeks from the date
      of such order. Buyer acknowledges that implementation of any deviations for
      a
      particular custom design may increase the time period between order placement
      and delivery of Custom Probe Arrays based on any such design. All such time
      extensions for a particular custom design will be discussed with Buyer prior
      to
      start of such design. All Custom Probe Arrays must be ordered and purchased
      in
      whole-lot increments.





3.4 Excluding
      Custom Probe Arrays .
      Affymetrix will use commercially reasonable efforts to ship the Products within
      twenty-one (21) business days of receipt of a valid, accurate purchase order(s).
      Affymetrix or its representative will ship via carrier selected by Affymetrix
      or
      its representative to Buyer at 50 West Watkins Mill Road, Gaithersburg, MD,
      20878, USA or such other address as may be specified by Buyer. If shipment
      is
      delayed at Buyer's request, Buyer will reimburse Affymetrix for all reasonable
      costs of storage.










4. Rejection .
      Any
      claims for visibly damaged, missing or apparently defective Product must be
      reported in writing to Affymetrix by Buyer within five (5) business days from
      the date of receipt of Product. For any valid claim made, Affymetrix shall
      repair or replace the Product. The foregoing shall be Buyer's sole and exclusive
      remedy for damaged or missing Products, and, except for express warranty rights,
      for defective Products.





5. Paymen t.
      Buyer
      will be invoiced at the time of shipment of each Product. Except as otherwise
      agreed in writing by Affymetrix, Buyer shall make payment in full within 30
      days
      of the date of the invoice. Late payments may incur a charge at the rate of
      one
      and one-half percent (1.5%) percent per month, or the maximum allowed by law,
      whichever is less. Further shipment of Products may be deferred until payment
      is
      received if Buyer fails to make any undisputed payment when due and thereafter
      fails to cure such nonpayment within ten (10) business days after receipt of
      notice thereof. If Buyer's account is more than thirty (30) days past due and
      is
      referred to an attorney or collection agency for collection, Buyer shall pay
      Affymetrix' reasonable expenses incurred in such collection efforts including,
      without limitation, court costs and reasonable legal fees and expenses. Sales
      by
      Affymetrix shipped outside the U.S. may require payment on an irrevocable letter
      of credit reasonably acceptable to Affymetrix.





6. Limited
      Warranty .
      Affymetrix warrants to and only to Buyer for thirteen (13) months from the
      date
      of shipping or one (1) year from the date of installation (or for the period
      specified in the Affymetrix sales quote for limited-life parts), whichever
      occurs first, that the software and instruments are free from defects in
      material and workmanship and conform to Affymetrix' published specifications
      in
      all material respects. Service will be provided pursuant to Affymetrix' standard
      service terms and conditions. Affymetrix' sole and exclusive liability (and
      Buyer's sole and exclusive remedy) under the foregoing warranty shall be to
      repair or replace software and instruments or provide Buyer a refund, as solely
      determined by Affymetrix. Nonconforming instruments will be serviced at Buyer's
      facility or, at Affymetrix' option, Affymetrix' facility. If service is
      performed at Affymetrix' facility, Affymetrix will bear shipping
      costs.


Probe
      Arrays or reagents reasonably determined by Affymetrix to be defective,
      independent of user error, shall be replaced by Affymetrix on a 1: 1, like-kind
      basis at no cost to Buyer provided that such defective probe arrays or reagents
      were used by Buyer prior to their expiration date, and the defect was promptly
      reported with appropriate detail to Affymetrix' technical support. Affymetrix
      agrees to meet with Buyer on a quarterly basis to review the defect
      determination to ensure that the Probe Arrays or reagents are properly
      categorized as being "defective". Except as provided above, this warranty does
      not apply to consumables, or to any defect caused by failure to provide a
      suitable storage, use, or operating environment, use of non-recommended
      reagents, spills, or the use of the Products for a purpose or in a manner other
      than that for which they were designed, modifications or repairs done by Buyer,
      or any other abuse, misuse, or neglect of the Products. This warranty applies
      only to Buyer, and not third parties. The foregoing is not intended to limit
      any
      warranty extended to Buyer by a third party original equipment manufacturer
      of a
      Product or component thereof, provided that any remedy received by Buyer under
      any such warranty shall relieve Affymetrix of its obligations with respect
      to
      the subject of such remedy. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
      AFFYMETRIX AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES,
      EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES, INCLUDING BUT NOT
      LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,
      NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.





7. Pre-release
      Products (Not Applicable to Products Marketed for IVD Use) .
      If any
      Product is a beta, technology access, early access, or other pre-commercial
      release version ("Pre-release Product"), then this Section applies. To the
      extent that any provision in this Section is in conflict with any other term
      or
      condition in these Terms and Conditions, this Section shall supersede such
      other
      term(s) and condition(s) with respect to the Pre-release Product, but only
      to
      the extent necessary to resolve the conflict. Buyer acknowledges that the
      Pre-release Product is a pre-release version, does not represent final product
      from Affymetrix, and may contain defects, bugs, errors and other problems that
      could cause system or other failures, sample loss and data loss. CONSEQUENTLY,
      THE PRE-RELEASE PRODUCT IS PROVIDED TO YOU "AS IS", AND AFFYMETRIX DISCLAIMS
      ALL
      WARRANTIES (INCLUDING THE LIMITED WARRANTY SET FORTH ABOVE) AND ALL LIABILITY
      OBLIGATIONS TO BUYER OF ANY KIND. Buyer acknowledges that Affymetrix has not
      promised or guaranteed to Buyer that Pre-release Product will be announced
      or
      made available to anyone in the future, that Affymetrix has no express or
      implied obligation to Buyer to announce or introduce the Pre-release Product
      and
      that Affymetrix may elect not to introduce a product similar to or compatible
      with the Pre-release Product. Accordingly, Buyer acknowledges that any research
      or development that Buyer performs using the Pre-release Product or any product
      associated with the Pre-release Product is done entirely at Buyer's own Risk.
      If
      Buyer has been provided the Pre-release Product pursuant to a separate written
      agreement with Affymetrix, this Section shall not apply and Buyer's use of
      the
      Pre-release Product is governed by such agreement, unless expressly provided
      otherwise therein.










8. Limited
      License .


8.1
      Subject to these Terms and Conditions, and to the terms and conditions of any
      license provided by Affymetrix that is specific to a particular Product (which
      shall govern with respect to such Product in the event of conflict with these
      Terms and Conditions), Affymetrix hereby grants to Buyer a non-exclusive,
      non-transferable, non-sublicensable license to use the Product(s) provided
      to
      Buyer by Affymetrix only in accordance with the manuals and written instructions
      provided by Affymetrix. Buyer may make one (1) copy of software Products for
      backup purposes only. Buyer agrees not to disassemble, decompile or otherwise
      reverse engineer, or adapt or modify, any software Product.





8.2
      Notwithstanding any other provision hereof, nothing herein is intended as a
      contractual obligation precluding Buyer from using non-Affymetrix products,
      such
      as target labeling and processing reagents, with the Products supplied to Buyer
      pursuant to the Agreement; provided however, that Affymetrix makes no
      representations or warranties regarding any suitability of non-Affymetrix
      products for use with such Products, or vice versa, and Affymetrix hereby
      disclaims such representations and warranties. Buyer uses such non-Affymetrix
      products entirely at Buyer's own risk and Affymetrix shall have no liability
      to
      Buyer or any third party in respect of such use. Affymetrix shall not provide
      any support to Buyer in respect of such use of non-Affymetrix
      products.Furthermore, notwithstanding any other provision hereof, nothing herein
      is intended as a contractual obligation precluding Buyer from using Products,
      including Affymetrix-offered reagents, with other products from third parties.
      Buyer agrees to indemnify the Affymetrix Group (as defined below) for any claims
      made by or on the part of a third party arising from Buyer's use of
      non-Affymetrix products in connection with Products. However, this paragraph
      shall not be construed as conveying, by implication, estoppel or otherwise,
      or
      expanding to the scope of, any right or license to Buyer under any patent right
      of Affymetrix.





8.3
      Buyer
      understands and agrees that except as expressly set forth in these Terms and
      Conditions (or in the Affymetrix-provided license specific to a particular
      Product), no right or license to any patent or other intellectual property
      owned
      or licensable by Affymetrix is conveyed or implied by these Terms and Conditions
      or any Product. In particular, no right or license is conveyed or implied to
      use
      any Product provided hereunder in combination with a product not provided,
      licensed or specifically recommended by Affymetrix for such use.





9. Products
      Marketed for Research Use Only .
      Products
      marketed by Affymetrix for research use only do not have the approval or
      clearance of the U.S. Food and Drug Administration ("FDA") or other regulatory
      approval, clearance or registration for in vitro diagnostic ("IVD") use. No
      license is conveyed or implied for Buyer to use, and Buyer agrees not to use,
      such Products in any manner requiring FDA or other regulatory approval,
      clearance or registration relating to IVD use.










10. Products
      Marketed for In Vitro Diagnostic Use .
      Products
      marketed by Affymetrix for IVD use have been cleared by the FDA, CE marked
      in
      the European Union and registered in Canada, for IVD use. No license is conveyed
      or implied for Buyer to use, and Buyer agrees not to use, such Products in
      any
      manner requiring other regulatory approval, clearance or registration relating
      to IVD use.





11. Use
      Restrictions .
      Buyer is
      not licensed to, and agrees not to: (a) resell any Affymetrix-supplied probe
      array or reagent, (b) transfer, or distribute any Affymetrix-supplied probe
      array or reagent, directly or indirectly, to any third party for any purpose
      or
      use, except as otherwise approved by Affymetrix in writing; or (c) use or allow
      anyone to use any Affymetrix-supplied probe array or reagent more than once,
      or
      dilute any Affymetrix-supplied reagent.





12. Product
      Improvements .





12.1
      For
      purposes of this Section, "Assay Improvement Invention" shall mean any invention
      conceived or reduced to practice by Buyer or its Affiliates during the Term
      using Affymetrix Probe Arrays that relates to manual or automated assay
      techniques that may be used in connection with Probe Arrays or similar products,
      but only insofar as such techniques are used for and after nucleic acid
      extraction and up to and including annealing and washing hybridization mixtures
      with a Probe Array, but not to techniques used thereafter.





12.2
      For
      purposes of this Section, "Product Improvement Invention" shall mean any
      invention conceived or reduced to practice by Buyer or its Affiliates during
      or
      after the Term using Affymetrix Probe Arrays supplied to Buyer or its Affiliates
      during the Term that relates to (a) design, manufacturing, layout or packaging
      of nucleic acid probes or probe arrays; or (b) software techniques relating
      to
      the extraction or storage of data generated using Probe Arrays after samples
      have been annealed to the Probe Arrays (e.g., techniques used in generation
      of
      *.cel and *.dat files), but not including any techniques used thereafter (e.g.,
      software techniques for analysis or other processing of data beyond what is
      required for generation of *.cel and *.dat files). Product Improvement
      Inventions also shall not (1) include data generated using Probe Arrays or
      discoveries derived therefrom (except as expressly set forth in (a) and (b)
      above} or (2) any Assay Improvement Invention, as defined herein. Neither
      Product Improvement Inventions nor Assay Improvement Inventions shall include
      (3) Target Sequences identified by Buyer as hereinafter described or (4) any
      discoveries or inventions made using data obtained from use of the Affymetrix
      Probe Arrays, including but not limited to, discoveries or inventions relating
      to identification of markers used in biological, toxicological and clinical
      applications, correlations between nucleic acid sequences and functions, targets
      for drug discovery and development and processes for determining and
      understanding toxicity. For clarification, such markers include without
      limitation, those derived from analysis of gene expression and genotyping data
      generated from Probe Arrays.





12.3
      As
      used herein an invention conceived or reduced to practice "using Affymetrix
      Probe Arrays" means an invention that was actually made using such
      arrays.





12.4
      For
      purposes of this Agreement, "Affymetrix Probe Array(s)" shall mean Probe Arrays
      for which Target Sequences have been selected by Affymetrix ("Affymetrix Target
      Sequences"), or jointly by Affymetrix and Buyer ("Buyer Target Sequences")
      for
      use on Probe Arrays to be supplied by Affymetrix as set forth
      below.





12.5
      Except to the extent prohibited by applicable law, Buyer hereby grants to
      Affymetrix and its Affiliates a nonexclusive, worldwide, fully paid-up,
      royalty-free, irrevocable, perpetual license to all Product Improvement
      Inventions, with a right for Affymetrix and its Affiliates to sublicense but
      only to Affymetrix' and its Affiliates' partners and customers for use with
      Affymetrix Probe Arrays. Buyer need not disclose any Product Improvement
      Inventions to Affymetrix except as may be reasonably required to comply with
      the
      foregoing license.








12.6
      If
      Buyer elects, at its sole discretion, to commercialize a product or process
      that
      embodies an Assay Improvement Invention for use by multiple unrelated parties,
      then to the extent that Buyer makes such product or process available to other
      parties, Buyer agrees to negotiate in good faith with Affymetrix (and, if
      necessary with Affymetrix customers and partners) to make each such product
      or
      process available to Affymetrix and all Affymetrix customers and partners for
      use with Affymetrix Probe Arrays on commercially reasonable terms comparable
      to
      those granted to other parties, provided that such terms may differ based on
      the
      type of party (e.g., non-profit vs. for-profit), the size of the party, the
      number of individual users or volume of use of the product or process, the
      size
      of the party's R&D budget, the type of use intended or other factors fairly
      applied, and, provided further, that this obligation to license on comparable
      terms shall not apply to licenses granted or products sold for limited uses,
      including evaluation, validation and testing or small sales for one-time or
      otherwise very limited use. For clarity, if Buyer elects to commercialize such
      product or process by making it available to others subject to restrictions
      or
      other terms that would preclude others from using such product or process in
      business activities that would directly compete with Buyer's business
      activities, then Buyer would not be obligated to make such product or process
      available to Affymetrix or Affymetrix customers or partners on terms that did
      not include the same restrictions or other terms precluding use of such products
      or processes that would directly compete with Buyer's business
      activities.





12.7
      Notwithstanding the above, Buyer need not make available such Assay Improvement
      Invention to Affymetrix and all required Affymetrix customers and partners
      on
      comparable terms if a third party has already been granted in good faith by
      Buyer a conflicting assignment or license (or an option to obtain such an
      assignment or license) at or prior to the time the embodied Assay Improvement
      Invention is made. Buyer need not disclose Assay Improvement Inventions to
      Affymetrix until such time as Buyer has elected to commercialize such product
      or
      process and makes it available to multiple other parties.





13. Indemnity
      for Intellectual Property Infringement Claims .





13.1
      Affymetrix will indemnify Buyer and its Affiliates against liability and will
      settle or defend any suit or proceeding brought against Buyer and its Affiliates
      to the extent based on a claim that Buyer or its Affiliates in using the
      Products delivered hereunder directly infringe an issued patent in the United
      States of America, the European Patent System (EPO), Japan or the Republic
      of
      Korea.





13.2
      Affymetrix will also indemnify Buyer and its Affiliates against liability and
      will settle or defend any suit or proceeding brought against Buyer and its
      Affiliates to the extent based on a claim that Buyer or its Affiliates in using
      the Products delivered hereunder indirectly (i.e. through contributory
      infringement or inducement) infringe an issued patent in the United States
      of
      America, EPO, Japan or the Republic of Korea if (i) a hybridization method
      using
      probe arrays, or probe arrays themselves, or equivalent hybridization devices
      are specifically identified as an element of the claims of such patent in a
      device claim, or use of these is specifically identified as an element of the
      claims of such patent in a method claim, and (ii) the patentability of such
      device or method claims was materially related to the recitation of the
      hybridization method or the probe arrays or equivalent hybridization device,
      or
      their use.











13.3
      Affymetrix shall have no liability under this Section to the extent that the
      alleged infringement arises out of any addition or modification to the Products
      or their use by Buyer and its Affiliates in any material respect not specified
      or approved by Affymetrix, or Buyer's and its Affiliates' combination of the
      Products with other devices not specified or approved by Affymetrix, and Buyer
      shall indemnify Affymetrix and its Affiliates against liability and will settle
      or defend any suit or proceeding brought against Affymetrix and its Affiliates
      to the extent based on the foregoing. The indemnifying Party shall pay all
      damages and costs finally awarded against the indemnified Party for such
      infringement including reasonable attorney's fees.





13.4
      For
      this Section to apply, the indemnified Party must promptly inform the
      indemnifying Party (so as not to prejudice the indemnifying Party in its
      preparation of a defense) of its receipt of notice of any claim or suit being
      made or brought, and give the indemnifying Party the full authority,
      information, and assistance necessary to settle or defend such suit or
      proceeding, provided that the indemnifying Party shall not have any authority
      to
      agree to any settlement that imposes any liability or obligation on the
      indemnified Party without the consent of the indemnified Party, which consent
      will not be unreasonably withheld so long as the indemnifying Party will satisfy
      or pay without recourse any liability imposed on the indemnified Party and
      the
      indemnified Party is not required to take any action or refrain from taking
      any
      other action other than discontinuing use of any product or process found to
      be
      infringing. Neither Party shall be bound in any manner by any settlement made
      without its prior written consent.





13.5
      In
      the event that the Products are held to infringe and their use is enjoined
      as a
      result of infringement for which it has indemnified Buyer and its Affiliates,
      as
      part of its indemnification, Affymetrix may obtain for Buyer and its Affiliates
      the right to continue using such Products, modify them or the processes for
      using them to become non-infringing in such manner that does not materially
      impair their usefulness to Buyer, or grant Buyer and its Affiliates a credit
      for
      the cost of unused Products, and accept the return of unused
      Products.





13.6
      In no
      event shall an indemnifying Party's aggregate, cumulative liability arising
      out
      of or relating to its indemnity obligations described in this Section exceed
      an
      amount equal to the amounts paid by Buyer to Affymetrix under this Agreement
      (the "Cap"). The Cap is in the aggregate with all expenses incurred by the
      indemnifying Party arising out of or relating to its indemnity obligations
      (including, without limitation, damages, settlement amounts, costs, and legal
      fees) being aggregated to determine satisfaction of the limit. The existence
      of
      one or more claims or suits will not enlarge the Cap. THE PROVISIONS OF THIS
      SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF EACH PARTY AS AN
      INDEMNIFYING PARTY, AND THE EXCLUSIVE REMEDY OF EACH PARTY AS AN INDEMNIFIED
      PARTY, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL
      PROPERTY RIGHTS, AND ARE IN LIEU OF ALL WARRANTIES OF NONINFRINGEMENT, EXPRESS
      OR IMPLIED.





14. Target
      Sequence Confidentiality for Custom Products .
      If Buyer
      discloses to Affymetrix a confidential set of nucleic acid target sequences
      ("Target Sequences") for which Buyer desires Affymetrix to design and
      manufacture custom Probe Arrays or custom nucleic acid probe panels pursuant
      to
      these Terms and Conditions, Affymetrix agrees to use reasonable efforts not
      to
      disclose or use such confidential information disclosed to it by Buyer for
      any
      purpose other than designing and manufacturing such Products, supplying them
      to
      Buyer and/or other parties designated by Buyer, otherwise performing its
      obligations to Buyer (and any obligations Affymetrix may have to such other
      parties), and for other purposes authorized by Buyer. The provisions of this
      Section shall not apply to any information which Affymetrix can demonstrate
      by
      competent proof (a) is known or used by Affymetrix prior to Buyer's disclosure
      to Affymetrix; (b) is disclosed to Affymetrix by a third party under no
      obligation of confidentiality to Buyer; (c) is or becomes published or generally
      known to the public through no fault of Affymetrix; or (d) is independently
      developed without reference to such confidential information disclosed to
      Affymetrix by Buyer. Notwithstanding the foregoing, Affymetrix shall be
      permitted to disclose such information in order to comply with applicable laws,
      a court order, or governmental regulations, provided that Affymetrix has
      provided Buyer with prior notice of such disclosure, to the extent reasonably
      practicable. Affymetrix' obligations under this Section shall terminate five
      (5)
      years following the date of disclosure.










15. Target
      Sequence Responsibility .
      Buyer
      shall be fully responsible for the Target Sequences, and Buyer agrees to
      indemnify Affymetrix and its employees, officers, directors, representatives,
      contractors, suppliers and any affiliate of the foregoing (the "Affymetrix
      Group") and hold each of them harmless from and against any losses, liabilities,
      demands, damages, costs and expenses, including without limitation reasonable
      legal fees and expenses, arising from or relating to the Target Sequences or
      their use as permitted herein, except to the extent that such losses,
      liabilities, demands, damages, costs and expenses result from the gross
      negligence or willful misconduct of Affymetrix. Buyer agrees to fully cooperate
      with the Affymetrix Group and its counsel in its defense and preparation for
      any
      such action or proceeding.





16. Liability
      Limitation .
      EXCEPT
      AS PROVIDED IN THE INDEMNITY FOR INTELLECTUAL PROPERTY HERElN OR TO THE BY
      EITHER PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR REQUIRED BY APPLICABLE
      LAW, NEITHER PARTY NOR ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY FOR ANY
      LOSS
      OF USE OR PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR ANY INDIRECT,
      CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND
      REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
      STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED
      OF
      THE POSSIBILITY OF SUCH DAMAGES; AS TO ANY LIABILITY OF EITHER PARTY TO THE
      OTHER NOT LEGALLY SUBJECT TO THE FOREGOING, THE LIABILITY OF EITHER PARTY SHALL
      NOT EXCEED THE CAP AS TO THE INDEMNITY FOR INTELLECTUAL PROPERTY INFRINGEMENT
      AS
      PROVIDED IN SECTION 13 HEREOF AND AS TO ANYTHING ELSE AN AMOUNT EQUAL TO THE
      AMOUNT PAID BY BUYER TO AFFYMETRIX IN THE PRIOR TWELVE (12) MONTHS. EACH PARTY
      UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REJECTED IN THE PRICE OF THE
      PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A
      DIFFERENT ALLOCATION OF RISK.





17. Export
      Controls .
      Buyer
      acknowledges that the Products and related materials may be subject to export
      controls under the U.S. Export Administration Regulations and related U.S.
      laws.
      Buyer will (a) comply strictly with all legal requirements established under
      these controls, (b) cooperate fully with Affymetrix in any official or
      unofficial audit or inspection that relates to these controls and (c) not
      export, re-export, divert, transfer or disclose, directly or indirectly, any
      Product or related technical documents or materials or any direct product
      thereof to any country (or to any national or resident thereof which the U.S.
      Government determines from time to time is a country (or end-user) to which
      such
      export, re-export, diversion, transfer or disclosure is restricted, without
      obtaining the prior written authorization of Affymetrix and the applicable
      U.S.
      Government agency.





18. Unforeseen
      Events .
      Affymetrix shall not be liable for delay or failure in performance of any
      obligations hereunder if performance is rendered impracticable by the occurrence
      of any condition beyond the reasonable control of Affymetrix. In the event
      of
      any such delay or failure in performance, Affymetrix shall promptly notify
      Buyer
      of such delay or non-performance and the cause thereof and then shall have
      such
      additional time within which to perform its obligations hereunder as may
      reasonably be necessary under the circumstances, provided Affymetrix shall
      use
      commercially reasonable efforts to limit the delay or overcome the cause of
      the
      nonperformance and Affymetrix shall have the right, to the extent necessary
      in
      Affymetrix' sole reasonable judgment, to apportion fairly among its various
      customers in such manner as Affymetrix may consider equitable the Products
      then
      available for delivery. If such delay or non-performance will continue for
      more
      than one month, Affymetrix shall provide monthly updates as to the status of
      resolving the delay or non-performance.





19. Miscellaneous .
      These
      Terms and Conditions and the applicable agreement in which they are incorporated
      as an exhibit or by reference constitute the entire agreement between Buyer
      and
      Affymetrix with respect to the subject matter hereof and are the final,
      complete, and exclusive statement of the terms of the agreement, superseding
      all
      prior written and oral agreements, understandings and undertakings with respect
      to the subject matter hereof. For avoidance of doubt, the following agreements
      between the Parties shall continue in full force and effect: the HTA Agreement,
      the Limited Research and Development License Agreement dated November 2, 2004
      and all current Instrument and Software service agreements. The waiver of any
      provision or any breach thereof shall not affect any other provision of these
      Terms and Conditions. To the extent permitted by applicable law, these Terms
      and
      Conditions shall be governed by and construed according to the laws of
      California, without regard to conflict of law provisions. The U.N. Convention
      on
      Contracts for the International Sale of Goods shall not apply to these Terms
      and
      Conditions. In the event that any provision of this Agreement or portion thereof
      is found to be illegal or unenforceable, the Agreement shall be construed
      without the unenforceable provision or portion thereof.