Exhibit
      10.50







**Certain
      confidential information contained in this document, marked by brackets and
      the
      word “Redacted” ([REDACTED]), has been omitted and filed separately with the
      Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under
      the
      Securities Exchange Act of 1934, as amended.**




Service
      Provider Agreement




This
      Agreement (the “Agreement”) is entered into by and between Affymetrix, Inc.,
      having its principal place of business at 3380 Central Expressway, Santa Clara,
      CA 95051 (“Affymetrix”) and Gene Logic Inc. (“Gene Logic”), having its
      principal place of business at 610 Professional Drive, Gaithersburg, MD,
      20879, USA, each a “Party,” and together the “Parties” to this
      Agreement.




Affymetrix
      is pleased to enter into a relationship which will allow Gene Logic to
      exploit the unique capabilities of Affymetrix’ GeneChip® technology. 
Affymetrix looks forward to working with Gene Logic to ensure that the
      GeneChip products purchased under this agreement will enable Gene Logic to
      provide great benefits to its customers.




Therefore,
      the Parties hereby agree as follows:




1. Definitions .
      The
      following capitalized terms used herein shall have the following
      meanings:




a)
“2002
      Agreement” means the Amended and Restated Agreement between the Parties
      effective as of January 1, 2002.




b)
      “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, in the case of corporations (or
      equivalents of corporations), direct or indirect ownership of more than 50%
      of
      the stock having the right to vote for directors of such corporation or, in
      the
      case of partnerships, more than 50% of the ownership interest in such
      partnership.




c)
      “Database” shall mean 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.




d)
      “GeneChip Products” means all Probe Arrays and the related kits and reagents
      currently available for sale as listed on Exhibits
      2-5 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.




e)
“HTA
      Agreement” means the agreement between the Parties dated June 21, 2005 that
      covers, among other things, the sale to and use by Gene Logic of HTA
      Products.




f) 
      “HTA Products” means the high throughput GeneChipHT array plates (including but
      not limited to Rat Plates as hereinafter defined and plates for human arrays)
      sold by Affymetrix and related reagents, kits, instruments and software sold
      by
      Affymetrix for use with such plates. Such plates are currently offered in 24
      or
      96 well formats with each well constituting an array, but HTA Products includes
      any format in which such plates are hereafter sold by Affymetrix. “HTA
      Instruments” means any instruments or other equipment sold by Affymetrix for use
      with HTA Products, including the Instrumentation as defined in the HTA
      Agreement.




1


g)
      “Instruments” means any instruments or other equipment sold by Affymetrix for
      use with GeneChip Products.




h)
      “Internal R&D” means using GeneChip Products, for (a) internal research,
      testing, validation, or training at Gene Logic, (b) product or service
      development, including use for generating data for inclusion in Databases to
      be
      offered for license or sale, and (c) research projects involving collaboration
      with one or more customers or other third parties.




i) 
      “Internal R&D Pricing” has the meaning defined in Section 4(a) of this
      Agreement.




j)
“Marks”
      means the trademarks, service marks, logos and tradenames owned or controlled
      by
      each Party.




k)
“Net
      Sales” has the meaning as defined in Section 2.15 of the 2002
      Agreement.




l)
“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
      2-5 .
      Such
      arrays must be purchased in whole wafer increments unless otherwise indicated
      in Exhibits
      2-5 .
      All
      other custom arrays/array designs will be mutually agreed to in writing between
      the Parties in advance. However, the term Probe Array, as used herein, shall
      not
      include HTA Products.




m)
      “Purchase Commitment” means the commitment to purchase a certain value
      of Affymetrix products and services as specified in Section 5
      hereof.




n) 
      “Rat Cartridge Arrays” has the meaning defined in Section 5(e)(i) of this
      Agreement.




o) 
      “Rat Plates” means the high throughput GeneChipHT array plates as further
      defined in Section 5(e)(i) of this Agreement. Such Rat Plates are currently
      provided in 96- or 24-well formats with each well constituting an array, but
      Rat
      Plates includes any format that Affymetrix offers for sale during the
      Term.




p)
      “Royalties” means royalties on database licenses as specified in Sections 5.4
      and 5.5 of the 2002 Agreement.




q)
      “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.




r)
      “Software” means any software installed on an Instrument or HTA Instrument or
      otherwise made available by Affymetrix for use with GeneChip Products and HTA
      Products.




2


s)
“Term”
      has the meaning defined in Section 11 of this Agreement.




2. Reduced
      Probe Array Pricing for Services.




a) 
      During the Term, Gene Logic shall be entitled to purchase Probe Arrays to
      provide Services pursuant to the Agreement for Gene Logic’s [REDACTED] customers
      pursuant to the [REDACTED] price sheet attached hereto as Exhibit
      2 ;
      for each
      of Gene Logic’s [REDACTED] customers [REDACTED] pursuant to the [REDACTED] price
      sheet attached hereto as Exhibit
      3 ;
      and for
      Gene Logic’s other [REDACTED] customers (for which Gene Logic is not authorized
      to use the [REDACTED] price sheet) pursuant to the [REDACTED] price sheet
      attached hereto as Exhibit
      4 ,
      as such
      price sheets for each Tier are updated by Affymetrix from time to time to
      include new Probe Arrays that Affymetrix begins to generally offer for
      commercial sale during the Term. Gene Logic may provide Services hereunder
      to
      its customers located in all countries.




b) 
      Gene Logic may use Probe Arrays purchased at a certain Tier price to provide
      Services to a customer falling into a different pricing Tier or use such Probe
      Arrays for Internal R&D, provided that if the Probe Arrays are used for a
      higher priced Tier ( *e.g.,* [REDACTED] *Probe
      Arrays used for providing Services to an* [REDACTED] *customer* )
      (i) Gene
      Logic identifies such alternate use in the quarterly reports made to Affymetrix
      pursuant to Section 7, and (ii) pays to Affymetrix with such quarterly report
      the difference between the Tier for which such Probe Arrays were purchased
      and
      the price applicable to the reported Tier in which the Probe Arrays were
      actually used. If any Probe Arrays are purchased at a Tier price which is higher
      than the Tier for which the Probe Arrays are actually used, Gene Logic will
      not
      be entitled to any reduction or credit based on such use in a lower priced
      Tier.




3.Services
      for Customers with Affymetrix Pricing Agreement in Effect.




a)
      During
      the Term, Gene Logic may provide Services to Affymetrix customers and such
      customers may purchase GeneChip Products directly from Affymetrix, have such
      GeneChip Products shipped directly to Gene Logic only for use in Services for
      such Affymetrix customer, and Affymetrix will directly invoice its customer
      for
      such GeneChip Products. Alternatively, customers may ship GeneChip Products
      previously purchased from Affymetrix directly from the customer to Gene Logic
      only for use in Services for such Affymetrix customer, provided that any
      GeneChip Products obtained by Gene Logic from other Affymetrix customers will
      be
      governed by the terms applicable to the customer from which such
      GeneChip Products were obtained. Affymetrix will release its transfer
      restrictions for such third parties to permit such delivery of GeneChip Products
      to Gene Logic for use in the performance of such Services by Gene Logic for
      such
      third parties and will confirm such release to any third parties requesting
      such
      confirmation.




b)
      During
      the Term, Affymetrix may at its discretion extend to Gene Logic, on a
      project-by-project basis, GeneChip Product pricing [REDACTED]. Gene Logic agrees
      to protect such information pursuant to Section 17 (Confidentiality) of the
      Terms and Conditions (as defined below). For clarity, and without limiting
      the
      foregoing, Gene Logic agrees not to disclose any aspect of [REDACTED] prices
      for
      GeneChip Products with any other Affymetrix customer or any other party, except
      as required by law (provided that Gene Logic has provided Affymetrix with prior
      notice of such disclosure, to the extent reasonably practicable).




4. Reduced
      Probe Array Pricing for Internal R&D and Pricing for other GeneChip
      Products, Instruments and Software .




a)
      During
      the Term, Gene Logic shall be entitled to purchase GeneChip probe arrays for
      its
      own Internal R&D activities (excluding Services), in accordance with the
      terms and conditions of this Agreement, pursuant to the price sheet
      attached hereto as Exhibit
      5 (“Internal R&D Pricing”). For clarity, Gene Logic shall not
      use products purchased at Internal R&D Pricing to provide a
      fee-for-service or other non-collaborative sample processing service to one
      or
      more third parties unless it reports such use and pays the additional
      amount required under Section 2(b). In addition, for purposes of the adjustment
      in pricing based on the use as described in Section 2(b), all of Gene Logic’s
      unused inventory of Probe Arrays as of December 31, 2005 shall be deemed to
      have
      been purchased at Internal R&D Pricing, and, if used in 2006 for a use that
      would fall under another pricing Tier, Gene Logic will pay the additional amount
      as determined pursuant to Section 2(b) for such use.




3


b)
      During
      the Term, Gene Logic shall be entitled to purchase reagents and kits,
      for use for all purposes for which it is otherwise permitted to buy and use
      Probe Arrays under this Agreement, pursuant to the Internal R&D
      Pricing as described in Exhibit
      5 and shall
      not be obligated to pay to Affymetrix any additional price for such products
      for
      use in any other pricing Tier.




5.  2006
      Purchase Commitment; No 2006 Access Fee; Waiver of Database
      Royalties .




a)
      In
      exchange for the reduced Probe Array pricing set forth above and other benefits
      provided to Gene Logic hereunder, Gene Logic agrees to spend at least Seven
      Million Six Hundred Twenty-Five Thousand U.S. Dollars ($7,625,000.00) with
      Affymetrix during 2006 toward the purchase from Affymetrix of Affymetrix
      products, including GeneChip Products and Instruments, the HTA Products and
      HTA
      Instruments, Software and services (including but not limited to
      instrument services, service contracts and software and instrument maintenance
      agreements), and to accept shipment and performance of all such products
      and services during calendar year 2006 (the “Purchase Commitment”). If Gene
      Logic orders commercially launched GeneChip Products, HTA Products or other
      Affymetrix products in 2006 on or before December 15, 2006 for current
      delivery or orders services from Affymetrix for current performance before
      December 15, 2006 and Affymetrix is unable to ship such products or perform
      such services in 2006, then such products and services shall be
      deemed to have been purchased in 2006 even though such products are
      actually not shipped or services performed in 2006, and the price therefor
      shall
      be counted in determining if and the extent to which Gene Logic met its Purchase
      Commitment for 2006, provided that Gene Logic has (i) acted in good faith,
      communicated timely and reasonably accurate forecasts, based on orders
      it has received from its customers, on a consistent basis during 2006 and
      otherwise worked with Affymetrix to assist Affymetrix in Affymetrix’ planning
      and resource allocation for the production and delivery of the products and
      services ordered, (ii) used commercially reasonable efforts to avoid
      large spikes in purchase volumes near the end of the year, and (iii) used
      commercially reasonable efforts not to expect shipment of products or
      performance of services in 2006 that, based on Affymetrix statements known
      to
      Gene Logic or statements that Gene Logic can reasonably be expected to know
      based on Affymetrix’ public statements, it knows or has reason to know
      Affymetrix will not be able to ship or perform in 2006. For new or
      renewed annual or other periodic service and maintenance contracts covering
      2006
      or a portion thereof, if the fees for such contract are paid in 2006, then
      such
      payment will count toward meeting the Purchase Commitment (it being understood
      that any prepayment for service or maintenance contracts that do not cover
      at
      least a portion of 2006 shall not count toward the Purchase
      Commitment).




b)
      Gene
      Logic shall not be required to pay any annual access/subscription fee to
      Affymetrix under this Agreement. Within five (5) business days after November
      30, 2006, Affymetrix shall provide to Gene Logic a summary of the amounts spent
      through November 30, 2006 that qualify toward meeting the Purchase Commitment
      and, if there is any difference in opinion as to such amount, the Parties shall
      work together to promptly reconcile such difference.  If Gene Logic fails
      to meet the Purchase Commitment for 2006 during 2006, Affymetrix shall notify
      Gene Logic in writing within ten (10) business days after the end of 2006 of
      the
      amount by which Gene Logic failed to meet its Purchase Commitment and, as
      Affymetrix’ sole and exclusive remedy, Gene Logic shall then pay to Affymetrix
      within thirty (30) days after its receipt of notice from Affymetrix the
      difference between the Purchase Commitment and the amount actually purchased
      in
      2006 and, when such payment is made, Gene Logic shall be deemed to have met
      its
      Purchase Commitment.




4


c)
      Gene
      Logic shall not be required to pay any royalties to Affymetrix under this
      Agreement. Notwithstanding the foregoing, Gene Logic shall remain obligated
      to
      promptly pay to Affymetrix Royalties that otherwise would become due on database
      licenses and payable under the 2002 Agreement, pursuant to Section 5.4 of such
      agreement, for “Net Sales” on “Databases” (as defined in such agreement)
      accruing on or before 12/31/2005. However, the Parties have hereby agreed that
      no Royalty shall be payable to Affymetrix for licenses issued during [REDACTED]
      for Gene Logic’s [REDACTED] System. Provided that Gene Logic achieves the
      Purchase Commitment or pays to Affymetrix the difference between the Purchase
      Commitment and the amount actually purchased in 2006, pursuant to Section 5(b)
      above, Gene Logic shall not be required to pay to Affymetrix Royalties that
      otherwise would become due on database licenses and payable under the 2002
      Agreement for Net Sales on Databases accruing after 12/31/2005.  For
      clarity, this paragraph shall not be construed as conveying, by implication,
      estoppel or otherwise, or expanding to the scope of, any right or license to
      Gene Logic under any patent right of Affymetrix.




d) 
      The Purchase Commitment has been made in part because the Parties have hereby
      agreed that (i) Gene Logic may use the HTA Products to perform an upgrade of
      its
      ToxExpress® Database licensed to its customers, subject to Section 5(e) and (f)
      below, and that the data therein may be used in other systems licensed or
      otherwise provided by Gene Logic to customers where such systems are dependent
      on that ToxExpress Database and to provide Services, and (ii) Affymetrix will
      cooperate with Gene Logic to use commercially reasonable efforts to make
      available on a timely basis the HTA Products needed to perform and complete
      such
      upgrade in an orderly process during calendar year 2006.




e) 
      To assist Gene Logic in attempting to meet the upgrade schedule described in
      Section 5(d) above, Affymetrix agrees to use commercially reasonable efforts
      to
      provide to Gene Logic the following, based on purchase orders from Gene Logic
      (Gene Logic acknowledges that the Rat Plates are not commercially launched
      as of
      the Effective Date and, due to inherent risks in technology
      development, that Affymetrix may not meet such schedule or the dates set forth
      in Sections 5(e)(i)-(iii) below):




i)  on or before [REDACTED], reasonably sufficient quantities (at
      least [REDACTED] 24-well and [REDACTED] 96-well Rat Plates) of commercial
      version HTA Plates featuring [REDACTED] the GeneChip Rat Genome 230 2.0
      Cartridge Arrays (“Rat Plates”) to allow Gene Logic to determine in its opinion
      that the [REDACTED] and [REDACTED] of the Rat Plates are [REDACTED] to those
      of
      the GeneChip Rat Genome 230 2.0 Cartridge Arrays (the “Rat Cartridge Arrays”),
      and to establish protocols for the use of the HTA Products for the upgrade,
      on
      or before [REDACTED];




ii)  [REDACTED] GeneChipHT Array Scanner and [REDACTED] GeneChip Array
      Station robotics/liquid handling (hybridization/wash/stain) instrumentation
      (in
      addition to the [REDACTED] unit of each already provided under the HTA
      Agreement), which HTA Instruments shall be the model commercially released
      and
      currently being sold by Affymetrix (including the principal components listed
      on Exhibit
      8 hereto)
      to be delivered to Gene Logic and installed and validated by Affymetrix in
      accordance with Affymetrix’ standard Site Acceptance Test procedures and the
      Instrumentation specifications set forth in Section M of the HTA Agreement,
      and
      accepted by Gene Logic, on or before [REDACTED], at the [REDACTED] price
      [REDACTED];




5




iii)
      provide basic user training with Affymetrix provided kits and arrays at Gene
      Logic’s Gaithersburg, MD lab (one customer training session, typically 3-5 days
      in length) included at no additional charge as part of the purchase of the
      GeneChip Array Station and GeneChipHT Array Scanner, with the agreed-upon goal
      of completing such training by [REDACTED]; and




iv)
      beginning in the [REDACTED] and continuing in the [REDACTED] (if Gene Logic
      determines, in its opinion, that the [REDACTED] of the Rat Plates are [REDACTED]
      those of the Rat Cartridge Arrays as further described in Section 5(f) below),
      reasonably sufficient quantities of commercial version Rat Plates that possess
      the same [REDACTED] and meet the same [REDACTED] as the Rat Plates that were
      used and approved by Gene Logic during the evaluation phase, it being understood
      by the Parties that Gene Logic will then use commercially reasonable efforts
      to
      complete the majority of the ToxExpress upgrade during the third and fourth
      quarters of 2006.




During
      [REDACTED], Affymetrix agrees to provide the Rat Plates and HTA reagents to
      Gene
      Logic for this verification and upgrade at a price of [REDACTED] per array
      for
      the Rat Plates and [REDACTED] per well for the HTA reagent kits.




f) 
      During the verification phase, Gene Logic shall determine that, in its opinion,
      the [REDACTED], and the [REDACTED], of the Rat [REDACTED] Plates are
      [REDACTED] those of the Rat Cartridge Arrays. If Affymetrix does not meet the
      deadlines set forth in Sections 5(e)(i)-(iii) above, or if on or before March
      31, 2006, Gene Logic determines in its opinion that (i) such Rat Plates do
      not
      have such [REDACTED], or (ii) there is a substantial risk that Affymetrix will
      be unable, within the time frames specified by Gene Logic, to provide on a
      timely basis commercial version Rat Plates with such [REDACTED] in sufficient
      quantity, then Gene Logic shall so notify Affymetrix in writing and, in any
      such
      event, as Gene Logic’s sole and exclusive remedy, (1) the Purchase Commitment
      shall be reduced to Seven Million Five Hundred Thousand Dollars ($7,500,000),
      (2) Gene Logic shall then have the option to suspend or discontinue the
      ToxExpress upgrade, or to perform and complete the upgrade during calendar
      year
      2006 using Rat Cartridge Arrays and related labeling reagents, (3) during
      [REDACTED], Affymetrix shall provide the Rat Cartridge Arrays for use in the
      ToxExpress upgrade at a price of [REDACTED] per Rat Cartridge Array and
      [REDACTED] per sample for the reagent kits for use with the Rat Cartridge Arrays
      for the ToxExpress upgrade, and (4) during [REDACTED], Affymetrix shall use
      commercially reasonable efforts to provide such Rat Cartridge Arrays and reagent
      kits in sufficient quantity and in a timely manner to assist Gene Logic in
      completing the upgrade in accordance with the schedule described in Section
      5(d)
      above.




6. Joint
      Responses to RFxs .




From
      time
      to time during the Term, either Party may at its discretion submit detailed
      proposals to the other for the Parties to collaborate on specific projects
      for
      third parties, and the Parties may submit joint responses to third party
      requests for information/proposal/quote (RFx). Such proposals, each Party's
      response thereto, and ensuing discussions between the Parties with respect
      thereto shall be subject to Section 17 (Confidentiality) of the Terms and
      Conditions (as defined below).




7. Reports.




6


Gene
      Logic
      shall deliver to Affymetrix within sixty (60) days after the end of each
      calendar quarter a written report showing: (i) the country location
      and type (as defined in Section 2 above) of each service customer that
      received services during that quarter; (ii) the number of Probe Arrays used
      in
      providing Services to each such customer during that quarter, (iii) the
      number of Probe Arrays used in conducting Internal R&D during that quarter,
      and (iv) the number of Probe Arrays that were purchased at one pricing Tier
      and
      used for another purpose pursuant to Section 2(b).  For avoidance of doubt,
      Gene Logic shall not be obligated to identify any customer names or provide
      any
      other information identifying specific customers in the reports due to
      Affymetrix hereunder.




8.Service
      Quality; Audits.




a)
      The
      Parties acknowledge that it is in their mutual interest to ensure that Services
      provided by Gene Logic that include the use of GeneChip Products are of a high
      and reliable quality. Therefore, each Party agrees to use commercially
      reasonable efforts to maintain a high level of quality of the GeneChip Products
      and the Services provided to customers using GeneChip Products. If Affymetrix
      learns of any problem with a customer involving Gene Logic Services, or if
      Gene
      Logic learns of any problem with a customer potentially caused by defective
      GeneChip Products, the Parties agree to cooperate to resolve any such issue
      in a
      prompt, commercially reasonable manner.




(b)
      During
      the Term and for a period of two (2) years following the time at which the
      relevant payment is due, Affymetrix shall have the right, upon commercially
      reasonable notice, but not to exceed once per calendar year, during regular
      business hours and upon ten (10) days prior notice, to have an auditing firm
      acceptable to all Parties make such examination as such firm deems necessary
      to
      verify that Gene Logic has been paying the proper price for Probe Arrays based
      on the type of use of such Probe Arrays specified in Sections 2-4 herein. In
      the
      event that such examination reveals a discrepancy between the amounts
      payable under this Agreement and the amounts actually paid, all such
      additional amounts, together with interest at the rate of one and one-half
      percent (1.5%) per month, or the maximum allowed by law, whichever is less,
      from
      the date when such additional amounts would have been due, shall be paid to
      Affymetrix within forty-five (45) days of written notice from the auditing
      firm
      of such discrepancy. Any such audit shall be at Affymetrix’ sole expense and
      performed by a nationally recognized accounting firm. In the event that a
      deficiency of more than five percent (5%) is discovered, the audit shall be
      at
      Gene Logic’s expense. The auditing firm conducting the examination shall be
      under appropriate obligations of confidentiality to all Parties hereto such
      that
      (1) if no discrepancy is found between amounts payable and actually paid for
      a
      given contract year, the auditing firm shall report that and nothing else to
      the
      Parties, (2) if a discrepancy in favor of Affymetrix is found between amounts
      payable and actually paid, the auditing firm shall report the amount of the
      discrepancy and only those particulars necessary for the understanding of the
      Parties of the nature of the overpayment, (3) if a discrepancy in favor of
      Gene Logic is found between amounts payable and actually paid, the auditing
      firm
      shall report the amount of the discrepancy and only those particulars necessary
      for the understanding of the Parties of the nature of the overpayment, and
      Affymetrix shall reimburse Gene Logic within forty five (45) days of the date
      it
      is notified of the discrepancy, (4) any given contract year may only be audited
      once, (5) in no event shall the auditing firm reveal to any Party hereto any
      information it may gain during the course of the examination (i.e., to
      Affymetrix the names of customers for whom Services were provided by Gene Logic)
      other than as previously stated herein, and (6) in no event shall the auditing
      firm reveal to any third party any information it may gain during the
      course of the examination. The Parties agree that the auditing firm chosen
      to
      perform audits pursuant to this Section will not be compensated on a
      commission-for-findings basis.




7




9. Use
      of
      Product and Service Descriptions and Marks.




a) 
      Each Party recognizes that the other Party hereto has developed valuable Marks,
      as listed on Exhibit
      6 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 Gene Logic) 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.  Gene Logic will also include on its website a link to the
      Affymetrix website along with a brief description of the relationship between
      Affymetrix and Gene Logic 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
      6 .
      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. Terms
      and Conditions.




The
      GeneChip Products, HTA Products, Software and Instruments provided to Gene
      Logic under this Agreement shall be subject to the terms and conditions
      (including all Addenda) attached hereto as Exhibit
      1 (“Terms
      and Conditions”).




11.Term
      and Termination.




This
      Agreement will become effective on and as of 01/01/2006(“Effective Date”) and will continue in effect through 12/31/2006 (the
      “Term”). If the Parties enter negotiations for an extension, renewal or
      follow-on agreement for this Agreement to become effective upon expiration
      of
      the Term, the Parties agree that Affymetrix shall provide Gene Logic with a
      draft of a renewal or extension amendment or follow-on agreement for review
      and
      comment at least thirty (30) days prior to expiration of the Term.  If
      either Party should fail to perform any obligations under this Agreement, the
      other Party may give written notice to the defaulting Party calling attention
      to
      the default. In the event of a material breach or default, said other Party
      shall have the right to terminate this Agreement upon sixty (60) days prior
      written notice to said defaulting Party calling attention to the default unless
      said breach or default is corrected within sixty (60) days after such notice.
      Such notice shall specifically state that the non-breaching Party intends to
      terminate this Agreement. Said right to terminate for default shall be in
      addition to, and without prejudice to the exercise of, any other remedies
      available in law or equity.




8


Upon
      termination of this Agreement (except for termination by Affymetrix for
      material, uncured breach or default by Gene Logic or any of its Affiliates),
      Gene Logic and its Affiliates may continue to use the supply of GeneChip
      Products, Instruments and Software previously purchased by Gene Logic and its
      Affiliates and subject to the warranty and replacement provisions applicable
      to
      this Agreement.




12.Entire
      Agreement.




This
      Agreement and the Terms and Conditions (collectively, the “Agreement”) shall
      replace and supersede any current or future purchase orders or similar forms
      that are not mutually signed.  If any of the terms of this Agreement
      conflict with the attached 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.




Unless
      otherwise expressly provided herein, the present Agreement also shall replace,
      supersede and terminate any provisions of the 2002 Agreement, whether or not
      such provisions are described in 2002 Agreement section 11.4 or elsewhere as
      surviving the termination of the 2002 Agreement, including specifically, but
      not
      limited to 2002 Agreement sections 2, 3.7 (except with regard to any
      restrictions on transfer of Probe Arrays or on use of Probe Arrays requiring
      FDA
      approval, for Probe Arrays received on or before 12/31/05), 3.8, 3.9, 4.1,
      5.4
      (except for Royalties accrued through 12/31/05), 5.5(except for Royalties
      accrued through 12/31/05), 5.7(except for Royalties on Net Sales occurring
      on or
      before 12/31/05), 6 (except for inventions or improvements made on or before
      12/31/05), 8 (except as to Confidential Information fully disclosed on or before
      12/31/05), 9 (except as to Probe Arrays and other products and services provided
      to Gene Logic on or before 12/31/05), 10 (except as to Probe Arrays delivered
      to
      Gene Logic on or before 12/31/05), 11.3 (except as to Probe Arrays purchased
      by
      Gene Logic on or before 12/31/05), 11.4, 12 (except as to actions based on
      events occurring on or before 12/31/05 and not thereafter), 13 (except for
      Sections 13.1, 13.2 and 13.3 as they relate to Probe Arrays purchased and used
      on or before 12/31/05) and except for any moneys accrued and owing by Gene
      Logic
      to Affymetrix on or before 12/31/05 under the 2002 Agreement not yet paid and
      rights of Affymetrix under the 2002 Agreement to collect such amounts
      accrued.




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: 
                  ____________________________
              By: 
                  _____________________________Name: __________________________
              Name:
                  ___________________________Title: 
                   __________________________
              Title:
                    ___________________________Date:
                  ___________________________
              Date: ____________________________




9


**Exhibit
      1**




**Terms
      and Conditions (Direct and Representative Sales)**




1. General




These
      Affymetrix, Inc. ("AFX") Terms and Conditions, all Addenda hereto (if any)
      mutually agreed to by the Parties, the accompanying Service Provider Agreement
      (the “Service Provider Agreement”) and any terms or conditions issued by
      AFX on behalf of a third party original equipment manufacturer of a Product
      (as
      defined below) or component thereof with regard to such Product/component
      agreed to by Buyer (collectively, the “Agreement”) shall exclusively govern AFX'
      sale and license of GeneChip Products, Instruments, Software and services
      (collectively, “Products” or “AFX Products”) to the purchaser (“Buyer”) all as
      described in the Service Provider Agreement. If Buyer’s order of Products
      pursuant to the Agreement is deemed an offer, AFX’ acceptance is expressly
      conditional on Buyer’s acceptance of the terms of this Agreement; if the terms
      of this Agreement are deemed an offer by AFX, Buyer’s acceptance is expressly
      limited to these terms. Any additional or different terms or conditions
      (preprinted or otherwise) proposed by Buyer shall not become part of this
      Agreement unless AFX specifically agrees to such terms in a writing that
      specifically identifies such additional or different terms. If a purchase order
      or other form containing terms and conditions is used by Buyer to order Products
      from AFX, AFX objects to any proposed additions or changes hereto not
      specifically agreed to in writing by AFX. The mere acceptance and fulfillment
      of
      an order submitted by purchase order from Buyer shall not be deemed to be
      acceptance by AFX or any conflicting, additional or different terms in such
      purchase order. AFX may not substitute or modify Products unless Buyer has
      so
      specifically agreed and the Products comply with applicable AFX specifications.
      Unless expressly stated otherwise in the Service Provider Agreement, all listed
      prices and specifications are subject to change without notice, provided that
      the prices listed in Exhibits
      2-5 will not
      be increased during the Term of the Service Provider Agreement. If not defined
      in these Terms and Conditions, any capitalized terms used herein shall have
      the
      meaning defined in the Service Provider Agreement.




2. Price




Unless expressly
      provided otherwise in the Service Provider Agreement or unless AFX in any
      particular circumstance agrees to any lower price for any particular product,
      the price(s) for the Products during the Term of this Agreement will be those
      listed on the Exhibits to the accompanying Service Provider Agreement. For
      Deliveries Outside Europe :
      Unless
      expressly stated otherwise in the Service Provider Agreement, prices exclude
      all
      insurance, freight, taxes, fees, duties and levies, which shall be payable
      by
      Buyer.




3.Delivery




a)
      Products will be packed in AFX’ standard shipping packages. AFX or its
      representative may make partial deliveries. AFX will ship new orders of Products
      within [REDACTED] days of
      receipt of purchase order for such new orders (excluding Custom Probe Arrays,
      which will be shipped as follows, and replacement Probe Arrays for Discretionary
      Returns will be shipped as set forth in Section 9 below).




b) Custom
      Arrays . 
      Upon AFX confirming receipt of complete Buyer Target Sequences and related
      information for each new Custom Probe Array design, AFX will use reasonable
      efforts to design, lay out, produce masks, and manufacture one lot of Custom
      Probe Arrays for each such custom design as follows: (i) within [REDACTED] weeks
      if
      Buyer orders only one Custom Probe Array design; (ii) within [REDACTED] weeks
      for
      up to [REDACTED] custom
      designs; and (iii) for more than [REDACTED] 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, AFX reserves the right
      to
      provide the initial lots of Custom Probe Arrays for each such design at separate
      times, at AFX’ 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 and 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 AFX’ discretion. In no event shall
      AFX be obligated to supply more than [REDACTED] 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 AFX receives a firm
      order for such products and shall not exceed [REDACTED] 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.




c)
      AFX or
      its representative will ship via carrier selected by AFX or its representative
      to Buyer at 50 West Watkins Mill Rd., Gaithersburg, MD 20878, Attn: Receiving,
      or to such other address as may be specified by Buyer. If shipment is delayed
      at
      Buyer’s request, Buyer will reimburse AFX for all reasonable costs of
      storage.




(i)
      For
      Deliveries Outside  Europe :
      Tender
      will be FOB
      shipping point.
      Title
      (except for software in which case AFX shall retain title) and risk of loss
      or
      damage will pass to Buyer upon delivery of the Products to the
      carrier .




(ii)
      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 tax(es) within the Buyer’s country. Title (except for intellectual
      property right in the software in which case AFX shall retain title) and risk
      of
      loss will pass to Buyer upon delivery of the Products to AFX
      carrier.




10


d)
      Buyer
      and/or its Affiliates will advise AFX if freight insurance is desired on any
      shipments of Products, and will reimburse AFX for all such authorized insurance
      charges.




4.Acceptance




Buyer
      shall notify AFX or its representative in writing within 20 days of
      receipt of shipment of Products of any visible exterior shipment damage,
      describing the damage in detail; otherwise all claims for exterior visible
      damage in shipment shall be waived, but this does not affect the warranty or
      remedy for defective Products set forth below.




5.Payment




Buyer
      will
      be invoiced at the time of shipment of each Product. Except as otherwise agreed
      in writing by AFX, payment shall be made in full within 30 days
      of the date of the invoice. Payments for Products are not subject to Buyer’s
      inspection or acceptance of the Products. Undisputed 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 non-payment 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 AFX’ reasonable expenses incurred in such collection
      efforts including, without limitation, court costs and reasonable legal fees
      and
      expenses.




6. Unforeseen
      Events




AFX
      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 AFX. In the event of any such delay or failure
      in performance, AFX 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 AFX shall use commercially reasonable efforts to limit
      the delay or overcome the cause of the non-performance and AFX shall have the
      right, to the extent necessary in AFX’ sole reasonable judgment, to apportion
      fairly among its various customers in such manner as AFX may consider equitable
      the Products then available for delivery.




If
      such
      delay or non-performance will continue for more than one month, AFX shall
      provide monthly updates as to the status of resolving the delay or
      non-performance.




7. Limited
      License




EXCEPT
      AS
      EXPRESSLY SET FORTH HEREIN, NO RIGHT TO COPY, MODIFY, DISTRIBUTE, MAKE
      DERIVATIVE WORKS OF, PUBLICLY DISPLAY, MAKE, HAVE MADE, OFFER TO SELL, SELL,
      USE
      OR IMPORT PROBE ARRAYS OR ANY OTHER PRODUCT IS CONVEYED OR IMPLIED WITH THE
      PROBE ARRAYS, REAGENTS, INSTRUMENTS, SOFTWARE OR ANY OTHER ITEMS PROVIDED
      HEREUNDER. EXCEPT FOR CERTAIN PROBE ARRAYS AND REAGENTS DESIGNATED AS “ANALYTE
      SPECIFIC REAGENTS” (SEE APPLICABLE PACKAGE INSERT) WHICH ARE LICENSED FOR USE AS
      ANALYTE SPECIFIC REAGENTS OR RESEARCH USE, ALL PRODUCTS (INCLUDING THE PROBE
      ARRAYS, INSTRUMENTS, SOFTWARE, AND REAGENTS) DELIVERED HEREUNDER ARE LICENSED
      TO
      BUYER FOR RESEARCH USE ONLY (I.E. INCLUDING USE FOR SERVICES AND INTERNAL
      R&D AS DEFINED IN THE SERVICE PROVIDER AGREEMENT, NOT FOR DIAGNOSTIC,
      PROGNOSTIC OR THERAPEUTIC USE FOR INDIVIUDAL PATIENTS). THIS LIMITED LICENSE
      GRANTS BUYER THE RIGHT TO USE THE PARTICULAR PRODUCT(S), IN ACCORDANCE WITH
      THE
      WRITTEN INSTRUCTIONS PROVIDED THEREWITH, THAT BUYER PURCHASES FROM AFX OR ITS
      AUTHORIZED REPRESENTATIVE FOR THE PROVISION OF SERVICES AND INTERNAL R&D AS
      SPECIFIED IN THE SERVICE PROVIDER AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED
      HEREIN, THE PURCHASE OF ANY PRODUCT(S) DOES NOT BY ITSELF CONVEY OR IMPLY THE
      RIGHT TO USE SUCH PRODUCT(S) IN COMBINATION WITH ANY OTHER PRODUCT(S). IN
      PARTICULAR, NO RIGHT TO MAKE, HAVE MADE OR DISTRIBUTE OTHER PROBE ARRAYS IS
      CONVEYED OR IMPLIED BY THE SALE HEREUNDER OF PROBE ARRAYS, REAGENTS, INSTRUMENTS
      OR SOFTWARE. FURTHERMORE, PROBE ARRAYS DELIVERED HEREUNDER ARE LICENSED FOR
      ONE
      (1) TIME USE ONLY AND MAY NOT BE REUSED.  The Products do not have the
      approval of the U.S. Food and Drug Administration (“FDA”), the Japanese Minister
      of Health, Labor and Welfare (“MHLW”) or other regulatory approval. No license
      is conveyed or implied for Buyer to use, and Buyer agrees not to use, the
      Products in any manner requiring FDA, MHLW or similar regulatory approval or
      use
      the Products in any manner not expressly authorized in writing by AFX in advance
      of such use. Buyer agrees not to use the Products delivered hereunder in any
      clinical or other setting requiring FDA or other regulatory review or approval
      except that Buyer may use the Products in clinical trials when it obtains all
      required FDA or other regulatory approvals required for use in such trials.
      Buyer will indemnify AFX for any claims made by or on the part of (e.g., by
      the patient's relatives or an insurer) a patient arising from the use of
      the Products in such clinical trials.




Notwithstanding
      any other provision hereof, nothing herein is intended as a contractual
      obligation precluding Buyer from using non-AFX products, such as [REDACTED] ,
      with the
      Products supplied to Buyer pursuant to the Agreement; provided however, that
      AFX
      makes no representations or warranties regarding any suitability of non-AFX
      products for use with such Products, or vice versa, and AFX hereby
      disclaims such representations and warranties. Buyer uses such non-AFX products
      entirely at Buyer’s own risk and AFX shall have no liability to Buyer or any
      third party in respect of such use. AFX shall not provide any support to Buyer
      in respect of such use of non-AFX products. Furthermore, notwithstanding any
      other provision hereof, nothing herein is intended as a contractual
      obligation precluding Buyer from using Products, including AFX-offered [REDACTED] ,
      with
      other products from third parties.  Buyer agrees to indemnify the AFX Group
      (as defined below) for any claims made by or on the part of a third party
      arising from Buyer’s use of non-AFX 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 AFX.




11


8. Limited
      Software License




Subject
      to
      the terms of this Agreement, and any license included or provided with a
      particular software Product (which shall govern with respect to such software
      Product in the event of conflict) AFX grants to Buyer a non-exclusive,
      non-transferable (except to Affiliates and as permitted in Section 19),
      non-sublicensable (except to Affiliates) license to use the software Product(s)
      delivered to Buyer, on the instrument(s) provided or specified by AFX for use
      with such software Product(s), in accordance with end user documentation
      provided by AFX with such Product(s). 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.




U.S.
      Government users :
      The use,
      duplication, reproduction, release, modification, disclosure or transfer of
      software Products, or any related documentation of any kind, including technical
      data or manuals, is restricted in accordance with Federal Acquisition Regulation
      12.212 for civilian agencies and Defense Federal Acquisition Regulation
      Supplement 227.7202 for military agencies. The software Products are commercial
      computer software and the related documentation is commercial computer software
      documentation. The use of software Products and related documentation is further
      restricted in accordance with the terms of this Agreement and any software
      license included or provided with a particular software Product or related
      documentation.




To
      the
      extent that AFX owns or otherwise controls, with the right to sublicense without
      any obligation or accounting to any un-Affiliated third party, as of the
      Effective Date or during the Term, patent rights (“Database Patent Rights”) that
      are necessarily infringed by the operation, storage, querying (solely for
      software provided by Buyer in conjunction with Databases) development or
      commercialization of Databases developed by Buyer (the “Database Field”),
      AFX hereby grants to Buyer during [REDACTED] an
      option
      to negotiate with AFX for a [REDACTED] license,
      without the right to sublicense, under any such patent rights to [REDACTED] solely
      for
      the purpose of carrying out those activities expressly contemplated by this
      Agreement within the Database Field. In the event that Buyer exercises such
      option, the Parties shall negotiate in good faith commercially reasonable terms
      and conditions for such license, provided that AFX agrees to waive any license
      fee or other payment with regard to any such license for [REDACTED] ,
      without
      prejudice to any fees, royalties and other payments with regard to such license
      for periods beginning after [REDACTED] .
      Such
      option shall expire on [REDACTED] .
      Any such
      license shall be subject to the execution by authorized representatives of
      the
      Parties of a separate (from this Agreement), mutually acceptable and definitive
      written agreement regarding such subject matter. For purposes of clarification,
      this option for Buyer to take a limited license is only intended to give Buyer
      (and the licensees of such software and databases) the opportunity to achieve
      freedom to operate under AFX’ patent rights described above with regard to
      software and databases created and licensed by Buyer for use in analyzing,
      querying and storing data generated from Probe Arrays supplied hereunder and
      for
      use in providing Services as defined in the Service Provider Agreement, and
      shall not be interpreted as a license to any specific gene or protein content
      or
      application, nor shall it be interpreted to mean that AFX shall provide any
      information, data, know-how, trade secrets, materials or assistance to Buyer
      for
      use in developing or commercializing databases or software or providing
      Services. For further clarification, Buyer’s Database licensees would only
      be licensed under this option to the extent such licensees use
      such Databases with data generated using AFX GeneChip arrays and provided
      to such licensees in connection with the license of such Databases.




9. Limited
      Warranty




Unless
      otherwise expressly stated in the Service Provider Agreement, AFX 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 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 AFX’ published specifications in all material respects. Service will be
      provided to Buyer by or for AFX in a competent, professional and timely manner
      pursuant to AFX’ standard service terms and conditions. AFX’ 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 AFX after discussion with Buyer. Nonconforming
      instruments will be serviced at Buyer’s facility or, at AFX’ option, at AFX’
facility. If service is performed at AFX’ facility, AFX will bear shipping
      costs. 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 AFX of its
      obligations with respect to the subject of such remedy. TO THE EXTENT PERMITTED
      BY APPLICABLE LAW, AFX, ITS SUPPLIERS AND ITS REPRESENTATIVE 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.




Notwithstanding
      the above, with respect to Probe Arrays, during the Term of the Agreement,
      AFX
      agrees to replace free of charge with an array of the same type and without
      further investigation (or at AFX discretion, issue a credit for the price paid
      for such array) any Probe Array that is scanned by Buyer prior to the expiration
      date on such Probe Array and that Buyer determines in its sole discretion to
      have a physical defect that is the cause of impaired hybridization of probe
      pairs leading to aberrant probe set data for a number of features resulting
      from
      (i) the manufacture, handling or processing of such Probe Array by AFX prior
      to
      shipment, or (ii) Instrument (as defined in the Service Provider Agreement)
      error during the processing of such Probe Array by Buyer (collectively
“Discretionary Return(s)”), provided that (a) within any calendar quarter such
      Discretionary Returns shall not exceed [REDACTED] percent
      ( [REDACTED] %) [redact?] of
      the
      number of Probe Arrays scanned by Buyer during such quarterly period; and (b)
      Buyer reports such Discretionary Returns and number of Probe Arrays scanned
      by
      Buyer during such quarterly period within sixty (60) days after the end of
      each
      calendar quarter during the term of the Agreement. AFX agrees to ship
      replacement arrays for such Discretionary Returns within thirty (30) days of
      receipt of reporting by Buyer.




In
      the
      event that Buyer requests replacement for Probe Arrays in excess of [REDACTED] percent
      ( [REDACTED] %)
      of the
      Probe Arrays scanned by Buyer during any one quarterly period, then such Probe
      Array replacements in excess of [REDACTED] percent
      ( [REDACTED] %)
      will be
      subject to the AFX’ Replacement Policy as set forth in Exhibit
      7 of the
      Service Provider Agreement.




12


All
      requests by Buyer for replacement of defective Probe Arrays shall consist of
      an
      itemized list of the allegedly defective Probe Arrays, including Probe Array
      type, array lot number, defect classification, expiration date and any other
      information reasonably deemed pertinent to assist AFX with ongoing quality
      improvement.




During
      the
      Term, the Parties agree to consult with each other to determine if there are
      ways to consistently reduce the Probe Array defect rate experienced by Buyer
      while still complying with Buyer’s standard operating procedures and meeting
      Buyer’s quality standards and, if such reduction can be achieved on a consistent
      basis, the Discretionary Return Rate can be reduced from [REDACTED] percent
      ( [REDACTED] %)
      to [REDACTED] percent
      ( [REDACTED] %)
      for
      commercially available Probe Arrays, and (b) to review the defect rates
      experienced by Buyer for [REDACTED] and
      consider whether to alter the Discretionary Return Rate for such arrays to
      be
      consistent with the defect rate of Probe Arrays experienced by Buyer. However,
      no change to the Discretionary Return Rate shall be made without each Party’s
      written agreement.




10. Indemnity
      for Intellectual Property Infringement Claims




a)
      AFX
      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.




b)
      AFX
      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.




c)
      AFX
      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 AFX, or Buyer’s and its Affiliates’ combination of the Products with
      other devices not specified or approved by AFX, and Buyer shall indemnify AFX
      and its Affiliates against liability and will settle or defend any suit or
      proceeding brought against AFX 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.




d)
      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.




e)
      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, AFX 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.




f)
      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 [REDACTED] (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 NON-INFRINGEMENT, EXPRESS
      OR IMPLIED.




11. Pre-release
      Products




If
      any
      Product provided hereunder is a beta, technology access, early access, or
      other pre-commercial release version ("Pre-release Product") but not including
      custom Probe Arrays provided by AFX pursuant to its programs as defined in
      the
      definition of Probe Arrays in the Service Provider Agreement, unless
      specifically otherwise hereafter agreed in writing by the Parties as to any
      particular set of Products, then this Section applies. To the extent that any
      provision in this Section is in conflict with any other term or condition in
      the
      Agreement, this Section shall supercede 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 AFX, 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 AFX DISCLAIMS ALL WARRANTIES (INCLUDING THE LIMITED WARRANTY
      SET FORTH IN SECTION 9 HEREOF) AND ALL LIABILITY OBLIGATIONS TO BUYER OF ANY
      KIND. WHERE LIABILITY CANNOT BE LEGALLY EXCLUDED FOR PRE-RELEASE PRODUCTS,
      BUT
      IT MAY BE LIMITED, AFX’ LIABILITY AND THAT OF ITS REPRESENTATIVE AND ANY OF ITS
      SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL.
      Buyer acknowledges that AFX has not promised or guaranteed to Buyer that
      Pre-release Product will be announced or made available to anyone in the future,
      that AFX has no express or implied obligation to Buyer to announce or introduce
      the Pre-release Product and that AFX may elect not to introduce a product
      similar to or compatible with the Pre-release Product. Accordingly, Buyer
      acknowledges that any Internal R&D that Buyer performs using the
      Pre-release Product (Buyer shall not perform Services using Pre-release Products
      unless otherwise agreed in advance by AFX) 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
      AFX, this Section shall not apply and Buyer's use of the Pre-release Product
      is
      governed by such agreement, unless expressly provided otherwise
      therein.




13


12. Restricted
      Use Rights




Buyer
      is
      not licensed to, and agrees not to: (a) resell any AFX-supplied Probe Array,
      reagent or other Product, (b) transfer or distribute any AFX-supplied Probe
      Array, reagent or other Product, directly or indirectly, to any third party
      for
      any purpose or use, except as otherwise approved by AFX in writing; (c) use
      or
      allow anyone to use any AFX-supplied Probe Array or reagent more than once,
      or dilute any AFX-supplied reagent. As used in this Agreement, "AFX-supplied"
      includes both direct and indirect supply (e.g., customer transfer).




However,
      this Section shall not prohibit transfers of Products, including Software,
      (a)
      to a current Affiliate of Buyer for its own Internal R&D, provided that such
      Affiliate complies with all other applicable terms herein regarding the use
      of
      such Products or (b) to any third party to which Buyer has subcontracted any
      of
      its work, provided that Buyer has obtained AFX’ prior written consent as to the
      identity of such third party (which shall not be unreasonably withheld or
      delayed) and provided further that such third party complies with all other
      applicable terms herein regarding the use of such Products.




13. Product
      Improvement Inventions




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 AFX 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.




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 AFX 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 AFX
      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.




As
      used
      herein an invention conceived or reduced to practice “using AFX Probe Arrays”
means an invention that was actually made using such arrays.




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




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




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 AFX (and, if necessary
      with AFX customers and partners) to make each such product or process available
      to AFX and all AFX customers and partners for use with AFX 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 AFX or AFX 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.




14


Notwithstanding
      the above, Buyer need not make available such Assay Improvement Invention to
      AFX
      and all required AFX 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 AFX until such time as Buyer has
      elected to commercialize such product or process and makes it available to
      multiple other parties.




14. Buyer
      Target Sequence Confidentiality




If
      Buyer
      discloses to AFX a confidential set of nucleic acid target sequences, including
      any confidential subset of a set of nucleic acid target sequences previously
      known or used by AFX, so long as such confidential subset is not included in
      any
      of subsections (a)-(d) of this section, below (“Buyer Target Sequences”) for
      which Buyer desires AFX to design and manufacture custom AFX Probe Arrays
      ("Custom Probe Arrays") or custom nucleic acid probe panels pursuant to the
      Agreement, such collection of Target Sequences shall be deemed Confidential
      Information of Buyer and AFX agrees 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 AFX 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 AFX can demonstrate by competent proof (a) is known or used
      by
      AFX prior to Buyer’s disclosure to AFX; (b) is disclosed to AFX 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 AFX; or (d) is independently
      developed by AFX as documented by contemporaneous records. Notwithstanding
      the
      foregoing, AFX 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. AFX' obligations under this
      Section shall terminate five (5) years following expiration of the
      Term.




15. Buyer
      Target Sequence Responsibility




Buyer
      shall be fully responsible for the Buyer Target Sequences, and Buyer agrees
      to
      indemnify AFX and its employees, officers, directors, representatives,
      contractors, suppliers and any affiliate of the foregoing (the “AFX 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 (collectively “Damages”), arising from or relating to the Buyer
      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 AFX. Buyer agrees to fully cooperate
      with the AFX 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 HEREIN OR TO THE EXTENT
      (I)
      CAUSED BY EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR
      (II) REQUIRED BY APPLICABLE LAW, NEITHER PARTY NOR ITS REPRESENTATIVES
      SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR THE OTHER PARTY’S 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 THE PARTY AT FAULT OR ITS REPRESENTATIVE 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 10 HEREOF AND AS
      TO
      ANYTHING ELSE, AN AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER TO AFX IN THE PRIOR
      TWELVE (12) MONTHS. EACH PARTY UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER
      ARE
      REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN
      DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.




17. Confidentiality




Each
      Party
      agrees to use reasonable efforts to not disclose or use the confidential
      information of the other Party (including without limitation the contents of
      this Agreement) for any purpose not contemplated in this Agreement. The
      provisions of this paragraph shall not apply to any information which the
      receiving Party can demonstrate by competent proof (a) is known or used by
      the receiving Party prior to disclosure by the disclosing Party; (b) is
      disclosed to the receiving Party by a third party under no obligation of
      confidentiality to the disclosing Party; (c) is or becomes published or
      generally known to the public through no fault of the receiving Party; (d)
      is
      independently developed by the receiving Party as documented by contemporaneous
      records; (e) is required to be disclosed by a final order of a court of
      competent jurisdiction; or (f) is otherwise required to be disclosed by
      applicable law following notice of not less than thirty (30) days to the
      disclosing Party (unless the deadline imposed by such law does not permit such
      a
      thirty (30) day notice period, in which case the notice period must be
      reasonable under the circumstances). The obligations under this paragraph shall
      terminate as to any confidential information five (5) years following the
      expiration of the Term.




Notwithstanding
      the foregoing, the Parties acknowledge and agree that, to the extent that AFX
      makes SIF, exemplar and/or probe pair sequence, gene annotation information,
      and
      .cdf libraries associated with Probe Arrays (“Probe Array
      Information”) generally available to the public or its Probe Array customers,
      Buyer shall also have the right to disclose such Probe Array Information to
      third parties for the purpose of enabling Buyer to develop and commercialize
      its
      Databases, software and Services, provided that to the extent such Probe
      Array Information is considered Confidential Information of AFX, each such
      third
      party agrees in writing to be bound by confidentiality obligations consistent
      with those set forth in this Section, provided further that Buyer shall not
      commercialize Probe Array Information as a stand alone product without mutual
      agreement of the Parties.  Furthermore, except in connection with their use
      of Buyer’s Databases, software or Services, Buyer shall not permit users
      that receive Probe Array Information directly or indirectly from Buyer to post
      any Probe Array Information on a commercial or for-profit Web site, or within
      a
      commercial or for-profit software application, or otherwise charge for access
      to
      or use of any Probe Array Information, without AFX’ prior written permission,
      and Buyer shall require that such users agree to terms and conditions that
      are
      consistent with this sentence.  Buyer shall not be permitted to disclose or
      use Probe Array Information as described herein if such disclosure or use (i)
      would be in violation of any contractual obligation of Buyer or, to Buyer’s
      knowledge, AFX to a third party or (ii) would infringe a valid and enforceable
      patent or, to Buyer’s knowledge, other intellectual property right of a third
      party.  Buyer shall be fully responsible for, and agrees to indemnify the
      AFX Group and hold each of them harmless from and against any Damages arising
      from or relating to, its disclosure and use of Probe Array
      Information.




15


18. Export
      Controls




Buyer
      acknowledges that the Products and related software, technical documents
      and materials are subject to export controls under the U.S. Export
      Administration Regulations and related U.S. laws. Buyer will (i) comply strictly
      with all legal requirements established under these controls, (ii) cooperate
      fully with AFX in any official or unofficial audit or inspection that relates
      to
      these controls and (iii) 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 AFX and the
      applicable U.S. Government agency.




19.Miscellaneous




The
      Agreement constitutes the entire agreement between Buyer and AFX 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 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.  Modifications to the Agreement may be
      made only in writing, signed by an authorized corporate officer of each Party.
      The waiver of any term or condition or any breach thereof shall not affect
      any
      other term or condition of the Agreement. The Agreement 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 this Agreement. Neither Party
      may
      assign its rights and obligations under this Agreement without the
      consent of the other Party, except that either Party may assign its rights
      and
      obligations under this Agreement to an assignee of or successor to all or
      substantially all of the relevant assets of either Party, whether by
      merger, sale of assets or otherwise.  In any legal action commenced to
      enforce or interpret this Agreement, the prevailing Party shall be entitled
      to
      reasonable legal fees and expenses. AFX may terminate this Agreement immediately
      upon written notice to Buyer if Buyer becomes the subject of a petition in
      bankruptcy or any proceeding relating to insolvency, receivership or
      liquidation, and, in the case of involuntary petition only, such petition is
      not
      released within sixty (60) days of filing; in such event all payment obligations
      of Buyer under this Agreement will become due immediately. Expiration or
      termination of this Agreement will not relieve Buyer of any payment obligation
      that remains at the time of such termination or termination. Sections 5, 7
      and
      9-19 of these Terms and Conditions shall survive expiration or termination.
      In
      the event that any provision of the Agreement or portion thereof is found to
      be
      illegal or unenforceable, the Agreement shall be construed without the
      unenforceable provision or portion thereof.




16


**Exhibit
      2**


**Price
      List for** [REDACTED] **Customers**




(see
      attached)




17


**Exhibit
      3**


**Price
      List for** [REDACTED] **Customers** [REDACTED]




(see
      attached)




18


**Exhibit
      4**


**Price
      List for** [REDACTED] **Customers**




(see
      attached)




19


**Exhibit 5**


**Price
      List for Gene Logic's Internal R&D**




(see
      attached)




20


**Exhibit 6**


**Marks
      of Gene Logic and Affymetrix**




(see
      attached)




21


**Exhibit 7**


**AFX
      Probe Array Replacement Policy**




(see
      attached)




22




**Exhibit 8**


**HTA
      Instrumentation Principal Components**




The
      following descriptions provide the best view to date of the primary components
      that comprise each of the specified products:




GeneChip
      Array Station


[REDACTED]




HT
      Scanner
      System


[REDACTED]




23