Exhibit
            10.90
 
 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 of the Securities Exchange Act of 1934, as
            Amended.
 
 
 **LICENSE
            AND SUBLICENSE AGREEMENT**
 
 
 THIS
            LICENSE AND SUBLICENSE AGREEMENT (“AGREEMENT”) is made this 12th day of
            September, 2005 by and between PROMEGA CORPORATION, a corporation organized
            and
            existing under the laws of the State of Wisconsin and with principal
            offices
            located at 2800 Woods Hollow Road, Madison, Wisconsin, 53711 ("LICENSOR")
            and
            Gene Logic Inc., a corporation organized and existing under the laws
            of the
            State of Delaware with principal offices located at 610 Professional
            Drive,
            Gaithersburg, MD 20879 (“LICENSEE”) (each a “Party”, and together the “Parties”
herein).
  WHEREAS
            LICENSOR is exclusive licensee for a defined “Exclusive Field of Use” as that
            term is defined in the License Agreement from the Regents of the University
            of
            California ("UC Regents") dated June 1, 2003, of specified rights in
            United
            States Patent Nos. 5,583,024 which issued December 10, 1996; 5,674,713
            which
            issued October 7, 1997; and 5,700,673 which issued December 23, 1997;
            (there
            being no foreign patent applications or issued patents corresponding
            thereto)
            and in the inventions described and claimed therein (collectively, “UC Regents’
Patents”); and
 
 WHEREAS
            LICENSOR, by letter agreement with UC Regents dated August 22, 2005 and
            in
            conjunction with its rights under the June 1, 2003 License Agreement
            (such
            documents may be referred to collectively hereafter as the “UC REGENTS
            AGREEMENT”), is authorized to sublicense UC Regents’ Patents under the terms and
            conditions set forth herein;
 
 WHEREAS
            LICENSOR is owner by assignment from the inventors of their entire right,
            title
            and interest in United States Patent Nos. 5,670,356
            which issued September 23, 1997; 6,552,179 which issued April 22, 2003;
            and
            6,387,675 which issued May 14, 2002 and
            additional pending patent applications and the foreign patent applications
            corresponding thereto (“Promega’s Patents”); and
 
 WHEREAS
            LICENSEE wishes to: a) obtain a non-exclusive sublicense in the TERRITORY
            under
            the FIELD OF USE to practice the UC Regents’ Patents in conjunction with
            offering and performing LICENSED SERVICES to third parties, and using
            LICENSED
            PRODUCTS and LICENSED METHODS in its own internal research; and b) obtain
            a
            non-exclusive license in the TERRITORY under the FIELD OF USE to practice
            the
            Promega Patents in conjunction with offering and performing LICENSED
            SERVICES to
            third parties, and using LICENSED PRODUCTS and LICENSED METHODS in its
            own
            internal research; and
 
 
 WHEREAS
            LICENSOR wishes to grant such license and sublicense to LICENSEE in accordance
            with the terms of the Agreement.
 
 NOW,
            THEREFORE in consideration of the foregoing premises, the Parties agree
            as
            follows:
   1.
                  DEFINITIONS
 
 1.1  EFFECTIVE
            DATE is the date first set forth above.
 
 1.2  FIELD
            OF
            USE means research use in LICENSEE’s own facilities in Acellular and Cellular
            Luminescent Assays. As used in this definition, “research use” includes
            LICENSEE’s performance of LICENSED SERVICES, provided at all times that
            specifically excluded from the FIELD OF USE are any and all diagnostic,
            entertainment, quality control, and therapeutic uses.
 
 1.3  LICENSED
            METHOD means any process, art or method that is covered by methods claims
            in the
            LICENSED PATENT RIGHTS, or the use or practice of which, but for the
            license
            granted in this Agreement, would infringe or contribute to the infringement
            of
            (pursuant to 35 U.S.C. §271(c)), or induce the infringement of (pursuant to 35
            U.S.C. §271(b)), any LICENSED PATENT RIGHTS, when used in conjunction with
            LICENSED PRODUCTS. LICENSED METHOD does not permit use of the method
            claims in
            the LICENSED PATENT RIGHTS with luciferases other than those contained
            in the
            LICENSED PRODUCTS.
 
 1.4  LICENSED
            PATENT RIGHTS means the VALID CLAIMS of: (i) to the extent assigned to
            or
            otherwise obtained by the UC Regents and licensed to LICENSOR, the UC
            Regents’
Patents set forth as in Appendix A attached to this Agreement and made
            a part
            hereof; and (ii) the Promega Patents set forth in Appendix A. Also included
            in
            this definition are the VALID CLAIMS of any continuations, continuations
            in
            part, divisionals, reissues, reexaminations, extensions and substitutions.
 
 1.5  LICENSED
            PRODUCT means  products
            that, fall within the scope of the LICENSED PATENT RIGHTS, and: (a) comprise
            stand-alone LICENSED TECHNOLOGY; (b) are whole, live cells transiently
            transfected with the LICENSED TECHNOLOGY; and/or (c) are whole, live
            cells
            stably transfected with the LICENSED TECHNOLOGY.
 
 1.6  LICENSED
            TECHNOLOGY shall mean LICENSOR’S pGL-2, pSP- *luc* +NF
            Fusion, pGL-3, pGL-4, Rapid ResponseTM and Chroma-LucTM Vectors and any derivative
            vectors modified by the insertion of cloned eukaryotic gene sequences.
            No
            modifications of the luciferase gene sequence in any of these vectors
            included
            within LICENSED TECHNOLOGY is allowed or included. If the LICENSOR makes
            improvements to the luciferase genes included within LICENSED TECHNOLOGY
            and
            these improved genes are sold or licensed to third parties by the LICENSOR,
            these improvements may be included within the LICENSED TECHNOLOGY at
            the request
            of LICENSEE.
 
 
 1.7  LICENSED
            SERVICE means LICENSEE’s use of the LICENSED METHODS or LICENSED PRODUCTS on
            behalf of a third party in exchange for monetary or other consideration,
            and for
            the purpose of the detection or quantitation of luminescence in: (1)
            Acellular
            Luminescent Assays, where such assays detect or quantitate luciferase
            activity *in
            vitro* in ** reaction
            mixtures lacking whole cells, and in lysed-cell assays; and/or (2) Cellular
            Luminescent Assays, where such assays detect or quantitate luciferase
            activity *in
            vivo* in whole
            cells, including without limitation cells, tissues, organs, or whole
            animals.
            For the purposes of this Agreement, Acellular Luminescent Assay shall
            mean use
            involving the imaging or luminescent assay of acellular *in
            vitro* samples
            and lysed cell samples lysed and assayed by the addition of reagents,
            and
            Cellular Luminescent Assay shall mean use involving the imaging of luminescence
            from intact cells, tissues, organs, and rats or mice.
 
 1.8  TERM
            shall mean the period from the EFFECTIVE DATE to the date of expiration
            or
            abandonment of the last of the VALID CLAIMS of LICENSED PATENT
            RIGHTS.
 
 1.9  TERRITORY
            means worldwide.
 
 1.10  VALID
            CLAIM means a claim of a patent that (i) has not expired; (ii) has not
            been
            disclaimed; (iii) has not been cancelled or superseded, or if cancelled
            or
            suspended, has been reinstated; (iv) has not been admitted to be invalid
            or
            unenforceable through reissue or otherwise; and (v) has not been revoked,
            held
            invalid, or otherwise declared unenforceable or not allowable by a tribunal
            or
            patent authority of competent jurisdiction over such claim from which
            no further
            appeal has or may be taken.
  2.
                    LICENSE
                          GRANT
 2.1  As
            used
            in this Section 2.1 and elsewhere in this AGREEMENT, LICENSOR’s grant of a
“license” to LICENSEE is understood to include both a license to part of the
            LICENSED PATENT RIGHTS it owns or controls and a sublicense to the extent
            that
            LICENSOR is sublicensing certain of the LICENSED PATENT RIGHTS. LICENSOR
            hereby
            grants to LICENSEE, and LICENSEE accepts, subject to the terms and conditions
            hereof and in particular the provisions set forth elsewhere in this Article
            2
            (LICENSE GRANT), a non-exclusive, royalty-bearing license in the TERRITORY
            under
            LICENSED PATENT RIGHTS to: (i) offer and perform LICENSED SERVICES in
            the
            TERRITORY, in the FIELD OF USE, during the TERM; (ii) to transmit results
            and
            data relating to such LICENSED SERVICES to LICENSEE’s contracting customers;
            and, (iii) to use LICENSED PRODUCTS and LICENSED METHODS, in the FIELD
            OF USE,
            in LICENSEE’S own internal research. No other rights are granted, including the
            right to: (i) modify, alter or mutate the luciferase gene sequence of
            the
            LICENSED TECHNOLOGY for incorporation into, or occurring in, any LICENSED
            PRODUCT and/or (ii) sell or transfer a LICENSED PRODUCT to any third
            parties.
            Furthermore, LICENSEE shall have no right to issue sublicenses.
 
 
 2.2  To
            the
            extent that certain of the LICENSED PATENT RIGHTS fall under UC REGENTS’ PATENTS
            and are being sublicensed by LICENSOR, such sublicense granted hereunder
            shall
            be subject to the overriding obligations to the U.S. Government set forth
            in 35
            U.S.C. 200-212 and applicable governmental implementing
            regulations.
 
 2.3  LICENSEE
            is hereby informed that the UC Regents expressly has reserved the right
            to make
            and to use the inventions licensed by it to LICENSOR under the LICENSED
            PATENT
            RIGHTS for educational and research purposes, but not sale in the FIELD
            OF
            USE.
 
 2.4  Notwithstanding
            any provision of Article 13 to the contrary, LICENSOR is obligated and
            is hereby
            expressly permitted to provide UC Regents with a copy of this
            Agreement.
 
 2.5  Pursuant
            to the UC REGENTS AGREEMENT, upon termination of the UC REGENTS AGREEMENT
            for
            any reason other than as a result of expiration of the underlying UC
            Regents’
Patents, this Agreement shall automatically be terminated. LICENSOR shall
            use
            its best efforts to provide no less than ninety (90) days prior written
            notice
            of any such termination so as to allow LICENSEE to obtain separate licenses
            from
            LICENSOR and UC Regents as necessary. In the event the termination of
            the UC
            REGENTS AGREEMENT is due to a breach by LICENSOR and not directly caused
            by any
            improper act or omission of LICENSEE, LICENSOR shall use its best efforts
            to
            offer to LICENSEE a license for the PROMEGA PATENTS that reflects:
  (a)
                commercial
                    terms generally consistent with the terms herein as they relate
                    to the
                    Promega patents, and (b)
                LICENSEE’s
                    actual costs in obtaining and maintaining rights to the UC REGENTS
                    PATENTS,  such
            that
            LICENSEE shall not be materially and negatively impacted (i.e. worse
            off) by
            having two separate licenses when compared to the terms of this
            AGREEMENT
  3.
                        ROYALTIES
                              AND OTHER CONSIDERATION
  3.1  In
            consideration for the license granted herein, LICENSEE shall pay to LICENSOR
            a
            license issue fee of [REDACTED] dollars ($[REDACTED] U.S.) within thirty
            (30)
            days of the EFFECTIVE DATE of the Agreement. Such payment shall cover
            the first
            year’s Annual License Maintenance Fee under the Agreement required to be paid
            under Section 3.2 below. This license issue fee is non-refundable and
            non-cancelable.
 
 3.2  LICENSEE
            shall pay to LICENSOR an Annual License Maintenance Fee of [REDACTED]
            dollars
            ($[REDACTED] U.S.) beginning on or before each corresponding anniversary
            of the
            Agreement. Such payment is non-refundable and non-cancelable.
 
 
 3.3  LICENSEE
            shall pay to LICENSOR non-creditable royalties for LICENSEE’s Acellular and
            Cellular Luminescent Assays under the following circumstances: In the
            event
            LICENSEE uses Luminescent Assay Reagents not purchased by LICENSEE from
            LICENSOR
            or its authorized distributor, LICENSEE shall pay [REDACTED] for each
            attempted
            light-yielding determination of the presence or activity of luminescent
            proteins
            of the LICENSED TECHNOLOGY made by LICENSEE. For clarity, the phrase
            “Luminescent Assay Reagents” means the solutions (including substrates, buffers
            and all other reagents) which, when added to luminescent proteins, provide
            the
            necessary environment, or enhance the existing environment, in which
            said
            luminescent proteins will give off luminescence. However, LICENSEE shall
            make no
            royalty payment to LICENSEE for each attempted light-yielding determination
            of
            the presence or activity of luminescent proteins of the LICENSED TECHNOLOGY
            made
            by LICENSEE when using Luminescent Assay Reagents purchased from LICENSOR
            or its
            authorized distributor.
 
 3.4  In
            the
            event that any patent or claim thereof included within the LICENSED PATENT
            RIGHTS is held invalid in a final decision by a court of competent jurisdiction
            and last resort and from which no appeal has or can be taken, then all
            obligation to pay royalties based on that patent or claim or any claim
            patentably indistinct therefrom will cease as of the date of final decision.
            The
            LICENSEE will not, however, be relieved from paying any royalties that
            accrued
            before such final decision, except as the court may otherwise direct,
            and the
            LICENSEE shall be obligated to pay the full amount of royalties due hereunder
            to
            the extent that a LICENSED SERVICE is covered by one or more remaining
            VALID
            CLAIMS within the LICENSED PATENT RIGHTS.
 
 4.
                      PAYMENTS
                            AND REPORTS
 
 4.1  LICENSEE
            shall make annual royalty reports to LICENSOR on or before September
            1 of each
            calendar year. Each such royalty report will cover LICENSEE's most recently
            completed year and will, at a minimum, show the number of light-yielding
            determinations of the presence or activity of the luminescent proteins
            of the
            LICENSED TECHNOLOGY attempted by LICENSEE using Luminescent Assay Reagents
            not
            purchased from LICENSOR. Such report shall be accompanied by a calculation
            of
            the royalties owed pursuant to Paragraphs 3.2 and 3.3 and payment of
            said
            calculated royalties.
 
 4.2  LICENSEE’s
            written annual report provided under Paragraph 4.1 shall in each instance
            indicate whether LICENSEE is using Luminescent Assay Reagents purchased
            from
            LICENSOR pursuant to Paragraph 3.3, in which case the report shall indicate
            that
            no royalty payments are owed to LICENSOR. In the event that LICENSEE
            has
            purchased its requirements for Luminescent Assay Reagents from LICENSOR
            for
            LICENSEE’s attempted light-yielding determinations of the presence or activity
            of luminescent proteins under the Agreement during said preceding calendar
            year,
            LICENSEE shall have no royalty payment obligation and LICENSEE’s report required
            under Section 4.1 shall so state.
 
 
 4.3  Each
            royalty report under this Article 4 shall be accompanied by LICENSEE’s payments
            due to LICENSOR pursuant to Paragraphs 3.2 and 3.3 above, if required.
            All
            payments due hereunder shall be payable in United States Dollars. Conversion
            of
            foreign currency to U.S. Dollars shall be made at the conversion rate
            existing
            in the United States as reported in the *Wall
            Street Journal* on the
            last working day of each royalty reporting period.
 
 4.5  LICENSEE
            shall maintain at its principal office usual books of account and records
            showing its actions under this Agreement. Such books and records shall
            be open
            to inspection and copying, upon reasonable notice during usual business
            hours by
            an independent certified public accountant reasonably acceptable to LICENSEE
            for
            three (3) years after the calendar year to which they pertain, for purposes
            of
            verifying the accuracy of the royalties paid by LICENSEE under this Agreement.
            The fees and expenses of LICENSOR’s representatives performing such examination
            shall be borne by LICENSOR. However, if an error in the reporting of
            expenses or
            proceeds of more than five percent (5%) for any annual reporting period
            is
            discovered, then the fees and expenses of these representatives shall
            be borne
            by LICENSEE. LICENSOR and any such independent certified public accountant
            shall
            treat LICENSEE's books and records as confidential.
 
 4.6  In
            the
            event that payments made by LICENSEE to LICENSOR are late, LICENSEE shall
            pay to
            LICENSOR interest charges at a rate of [REDACTED] percent ([REDACTED]%)
            per
            month. Such interest will be calculated from the date payment was due
            until
            actually received by LICENSOR.
  5.
                      PRODUCT
                            MARKING
  LICENSEE
            shall mark on marketing brochures and its website specifically identifying
            the
            LICENSED PRODUCTS used in LICENSED SERVICES sold under the terms of this
            Agreement with the following language:
 
 Luciferase
            Technology licensed from Promega Corporation under U.S. Pat. Nos. 5,670,356,
            6,552,179, 6,387,675 and related patents and patent applications.
  6.
                      Infringement
  LICENSOR
            is under no obligation whatsoever to enforce its rights under the LICENSED
            PATENT RIGHTS and shall have the right to do so at its sole discretion.
  7.
                      LIFE
                            OF THE AGREEMENT
  7.1  Unless
            otherwise terminated by an operation of law or by acts of the parties
            in
            accordance with the terms of this Agreement, this Agreement shall be
            in force
            during the TERM hereof.
 
 
 7.2  If
            either
            party to this Agreement fails to perform or violates any term or covenant
            of
            this Agreement, then the other party may give written notice of such
            default
            (“Notice of Default”). If the party receiving such Notice of Default fails to
            repair such default within sixty (60) days after the effective date of
            such
            notice, then the other party will have the right to immediately terminate
            this
            Agreement by providing a written notice of termination (“Notice of Termination”)
            to the other party. Notwithstanding the foregoing, LICENSEE has the right
            at any
            time to terminate this Agreement by providing a Notice of Termination
            to
            LICENSOR. Termination of this Agreement will be effective sixty (60)
            days from
            the date of such notice.
 
 7.3  Termination
            of this Agreement for any reason whatsoever shall not excuse LICENSEE
            from
            paying to LICENSOR any required royalties or payments pursuant to Article
            3
            (ROYALTIES AND OTHER CONSIDERATION) herein prior to the effective date
            of such
            termination and all royalties and payments thus earned, but unpaid, shall
            immediately become due and payable.
 
 7.4  This
            Agreement will automatically terminate without the obligation to provide
            sixty
            (60) days notice as set forth in Paragraph 7.2 upon the filing of a petition
            for
            relief under the United States Bankruptcy Code by or against the LICENSEE
            as a
            debtor or alleged debtor.
 
 7.5  If
            applicable LICENSED PATENT RIGHTS exist at the time of any provision,
            sale,
            offer for sale, or import of a LICENSED SERVICE, then pursuant to the
            terms of
            Section 3.3, any required royalties shall be paid at the times provided
            herein
            and pursuant to Section 4.1, any required royalty reports shall be rendered
            in
            connection therewith, notwithstanding the absence of applicable LICENSED
            PATENT
            RIGHTS with respect to such LICENSED SERVICES at any later time. Otherwise,
            no
            royalties shall be paid on such LICENSED SERVICE.
 
 7.7  Upon
            termination of this Agreement, the following provisions shall survive
            the
            termination of this Agreement: 4 (PAYMENTS AND REPORTS), 7 (LIFE OF THE
            AGREEMENT), 9 (LIMITED WARRANTY), 10 (COMPLIANCE WITH GOVERNMENTAL OBLIGATIONS),
            12 (NOTICE), 13 (CONFIDENTIALITY), 15 (INDEMNIFICATION) and 16 (MISCELLANEOUS)
            herein.
  8.
                    BREACH
                          AND CURE
  8.1  In
          addition to applicable legal standards, LICENSEE shall be in material breach
          of
          this Agreement for failure to pay required royalties pursuant to Article
          3
          (ROYALTIES AND OTHER CONSIDERATION).
 
 
 8.2  Either
          party shall have the right to cure its material breach. The cure shall
          be
          effected within a reasonable time but in no event later than sixty (60)
          days
          after written notice of breach as set forth in Paragraph 7.2.
 
 8.3  LICENSOR
          or UC Regents (to the extent that it is a third party beneficiary of this
          Agreement) have the right, individually or together, to pursue action for
          any
          breach by LICENSEE of this Agreement, provided however that UC Regents’ rights
          shall not extend beyond benefits conferred upon it herein.
   9.
                LIMITED
                  WARRANTY
   9.1  LICENSOR
          represents and warrants that it has the lawful right to grant this
          license.
 
 9.2  THIS
          LICENSE AND LICENSED
          PATENT RIGHTS ARE
          PROVIDED WITHOUT
          WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
          OTHER
          WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR WARRANTY
          THAT
          THE LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHOD WILL NOT INFRINGE
          ANY
          PATENT (OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY).
 
 9.3  IN
          NO
          EVENT WILL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL
          DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION
          OR
          LICENSED PRODUCT.
 
 9.4  Nothing
          in this Agreement shall be construed as:
 (a)
                a
                    warranty or representation, express or implied, by LICENSOR as
                    to the
                    validity, enforceability, or scope of the LICENSED PATENT RIGHTS;
                    or
 (b)
                a
                    warranty or representation, express or implied, that anything
                    made, used,
                    sold or otherwise disposed of under any license granted in this
                    Agreement
                    is or will be free from infringement of patents of third parties;
                    or
 (c)
                an
                    obligation to bring or prosecute actions or suits against third
                    parties
                    for patent infringement; or
 (d)
                conferring
                    by implication, estoppel or otherwise any license or rights under
                    any
                    patents of LICENSOR other than the LICENSED PATENT RIGHTS as
                    defined
                    herein, regardless of whether such patents are dominant or subordinate
                    to
                    the LICENSED PATENT RIGHTS; or
 (e)
                an
                    obligation by LICENSOR to furnish know-how, technology or information
                    other than that provided in the LICENSED PATENT RIGHTS
 
 
 10.
                COMPLIANCE
                  WITH GOVERNMENTAL OBLIGATIONS
  LICENSEE
          shall comply with all governmental requests directed to it relating to
          LICENSED
          SERVICES and will provide all information and assistance necessary to comply
          with the governmental requests. Failure to take necessary action and to
          comply
          with said requests shall be considered a material breach of this Agreement,
          LICENSOR disclaims any obligations or liabilities arising under the license
          provisions of this Agreement if LICENSEE is charged in a governmental action
          for
          not complying with or fails to comply with any governmental
          regulations.
 
 11.
                  PUBLICITY
 11.1  Any
          public announcements regarding the existence or terms of this Agreement
          shall be
          coordinated between LICENSOR and LICENSEE and shall be made only by mutual
          written agreement.
 
 11.2  Except
          as
          required in Article 5 herein, nothing contained in this Agreement shall
          be
          construed as conferring any right to use in advertising, publicity, or
          other
          promotional activities any name, trade name, trademark, or other designation
          of
          the Parties hereto, including the UC Regents (including contraction,
          abbreviation or simulation of any of the foregoing). Unless required by
          law, the
          use by LICENSEE of the name, “The Regents of the University of California” or
          the name of any campus of the University of California is expressly
          prohibited.
 
 12.
                    NOTICE
  Any
          notices given under this Agreement shall be in writing and sent to the
          respective party at such party’s address as follows:
   if
                    to LICENSOR, to:
                Attention: General Counsel
                  Promega
                    Corporation
                  2800
                    Woods Hollow Road
                  Madison,
                    Wisconsin 53711-5399if to LICENSEE,
                  to:
                Attention: General Counsel
                  Gene
                    Logic Inc.
                  610
                    Professional Drive
                  Gaithersburg,
                    Maryland 20897
  Any
          notice shall be deemed to have been given (i) when delivered in person,
          (ii) one
          business day after deposit with a nationally recognized overnight courier
          service, (iii) five (5) business days after being deposited in the United
          States
          mail postage prepaid, first class, registered or certified mail or (iv)
          the
          business day on which it is sent and received by facsimile
          transmission.
 13.
                    CONFIDENTIALITY
                            AND TRANSFER OF MATERIAL
 
 Each
          Party may have or will receive confidential information from the other
          Party.
          Each Party shall not disclose, or otherwise make available to any third
          party,
          confidential information received from the other Party without the prior
          written
          permission of the disclosing Party; provided, however, that the obligations
          of
          confidentiality hereunder shall apply only to information which has been
          designated in writing as "confidential" or, if orally disclosed, reduced
          to
          writing within thirty (30) days from the date of disclosure and designated
          as
          "confidential." Further, the obligations of confidentiality hereunder shall
          not
          apply to any information which can be demonstrated to:
 (i)
                  have
                      been known to the Party receiving the information prior to
                      receipt thereof
                      from the other Party;(ii)
                  have
                      been or have become a matter of public information or publicly
                      available
                      through no act or failure to act on the part of the Party receiving
                      the
                      information;(iii)
                  have
                      been acquired by the Party receiving the information from a
                      third party
                      entitled to disclose the information to it;(iv)
                  have
                      been developed by the Party receiving the information without
                      reference to
                      the information; or(v)
                  be
                      required to be disclosed by law or court or governmental order,
                      provided
                      that the party required to disclose the other party’s information shall
                      notify such other party and cooperate with any effort of the
                      other party
                      to limit disclosure to the extent
                      permitted.
 14.
                      FORCE
                                MAJEURE
 14.1  The
                  parties to this Agreement shall be excused from any performance
                  required
                  hereunder if such performance is rendered impossible or unfeasible
                  due to any
                  catastrophes or other major events beyond their reasonable control,
                  including,
                  without limitation, terrorism, war, riot, and insurrection; laws,
                  proclamations,
                  edicts, ordinances or regulations; strikes, lock-outs or other
                  serious labor
                  disputes; and floods, fires, explosions, or other natural disaster.
                  When such
                  events have abated, the parties’ respective obligations hereunder shall
                  resume.
  14.2  Either
          party to this Agreement, however, will have the right to terminate this
          Agreement upon thirty (30) days’ prior written notice if either party is unable
          to fulfill its obligations under this Agreement due to any of the causes
          specified in Paragraph 14.1 for a period of one (1) year.
 15.
                    INDEMNIFICATION
   15.1  LICENSEE
          agrees to indemnify, hold harmless and defend LICENSOR, the UC Regents,
          and
          their respective officers, employees and agents; the sponsors of the research
          that led to the Invention; and the inventors of patents and patent applications
          in the LICENSED PATENT RIGHTS and their employers, against any and all
          claims,
          suits, losses, damage, costs, fees, and expenses resulting from or arising
          out
          of exercise of this license by LICENSEE. This indemnification will include,
          but
          will not be limited to, any product liability claims.
 
 
 15.2  LICENSOR
          promptly shall notify LICENSEE in writing of any liability or action in
          respect
          of which LICENSOR intends to claim such indemnification, and LICENSEE shall
          have
          the right to participate in, and, to the extent LICENSEE so desires, jointly
          with any other indemnitor similarly noticed, to assume the defense thereof
          with
          counsel selected by LICENSEE; provided, however, that LICENSOR shall have
          the
          right to retain its own counsel, at its sole expense, if representation
          of
          LICENSOR by the counsel retained by LICENSEE would be inappropriate due
          to
          actual or potential differing interests between LICENSOR and any other
          party
          represented by such counsel in such proceedings. The indemnity agreement
          in this
          Article 15 shall not apply to amounts paid in settlement of any loss, claim,
          damage, liability or action if such settlement is effected without the
          consent
          of LICENSEE, which consent shall not be withheld unreasonably. The failure
          to
          deliver notice to LICENSEE within a reasonable time after the commencement
          of
          any such action, if prejudicial to its ability to defend such action, shall
          relieve LICENSEE of any liability to LICENSOR directly attributable to
          such
          failure to deliver notice. LICENSOR’s omission to deliver notice to LICENSEE
          will not relieve it of liability that it may have to LICENSOR otherwise
          than
          under this Article 15. LICENSOR, its employees and agents, shall cooperate
          fully
          with LICENSEE and its legal representatives in the investigation and defense
          of
          any action, claim or liability covered by this indemnification.
 
 15.3  It
          is
          acknowledged that LICENSEE has been performing certain activities prior
          to the
          EFFECTIVE DATE. LICENSOR, on behalf of itself and UC Regents, agrees to
          hold
          LICENSEE harmless from and against any and all liabilities arising from
          such
          activities infringing rights owned or otherwise controlled by LICENSOR
          or the UC
          REGENTS to the extent that LICENSEE’s activities would be constituted LICENSED
          METHODS or LICENSED PRODUCTS or LICENSED SERVICES or otherwise employed
          LICENSED
          TECHNOLOGY in the FIELD OF USE prior to the EFFECTIVE DATE.
 
 15.4  During
          the term of this Agreement and for three (3) years following its termination
          or
          expiration, LICENSEE, at its sole cost and expense will obtain and maintain
          the
          following insurance (or an equivalent program of self insurance):
  15.4.1  Commercial
          Form General Liability Insurance with limits as follows:  [REDACTED]
  15.4.2  The
          coverage and limits referred to in Paragraph 15.4.1 above will not in any
          way
          limit the liability of LICENSEE. Upon LICENSOR’s reasonable request, LICENSEE
          will furnish LICENSOR with certificates of insurance evidencing compliance
          with
          all requirements.
 
 15.5  LICENSOR
          will promptly notify LICENSEE in writing of any claim or suit brought against
          LICENSOR or the UC REGENTS for which LICENSOR or the UC REGENTS intends
          to
          invoke the provisions of this Article 15 (INDEMNIFICATION). LICENSEE will
          keep
          LICENSOR or the UC REGENTS informed of its defense of any claims pursuant
          to
          this Article 15 (INDEMNIFICATION).
  16.
                  MISCELLANEOUS
  16.1 The
          headings of the several sections of this Agreement are inserted for convenience
          of reference only and are not intended to be a part of or to affect the
          meaning
          or interpretation of this Agreement.
 
 16.2  This
          Agreement sets forth the entire agreement between the parties concerning
          the
          subject matter hereof and supersedes all previous agreements, written or
          oral.
          No amendment or modification hereof shall be valid or binding upon the
          parties
          unless made in writing and signed on behalf of each party by an authorized
          representative.
 
 16.3  This
          Agreement, including the performance and enforceability hereof, shall be
          governed by and construed in accordance with the laws of the State of
          California.
 
 16.4  This
          Agreement shall be binding on the parties hereto and upon their respective
          heirs, administrators, successors and assigns.
 
 16.5  This
          Agreement is personal to the LICENSEE. LICENSEE may not assign or transfer
          this
          Agreement ,
          including by operation of law, without
          LICENSOR’s prior written consent, which consent shall not be unreasonably
          withheld. Any attempted assignment by the LICENSEE without the written
          consent
          of LICENSOR will be null and void. This Agreement is binding upon and will
          inure
          to the benefit of LICENSOR, its successors and assigns. Notwithstanding
          the
          foregoing, in the event that all or substantially all of LICENSEE’s assets used
          in its drug repositioning business are acquired by a third party, then
          this
          agreement shall be fully assumable and transferable to that third party
          and
          shall inure to the benefit of that third party
 
 16.6  This
          Agreement shall not be binding upon the parties until it has been signed
          below
          on behalf of each party by an authorized representative, in which event,
          it
          shall be effective as of the EFFECTIVE DATE.
 
 16.7  Should
          any provision of this Agreement be held invalid, illegal or unenforceable
          by a
          court or other entity of competent jurisdiction, such provision shall be
          considered void. All other provisions, rights and obligations shall continue
          without regard to such provision.
 
 16.8  No
          failure or delay by either Party in exercising any of its rights or remedies
          hereunder shall operate as a waiver thereof, nor shall any single or partial
          exercise of any such right or remedy preclude any other or further exercise
          thereof of any other right or remedy. The rights and remedies of the Parties
          provided in this Agreement are cumulative and not exclusive of any rights
          or
          remedies provided by law.
 
 
 16.9  The
          relationship of LICENSEE and LICENSOR established by this Agreement is
          that of
          independent contractors, and nothing contained in this Agreement will be
          construed to constitute the parties as partners, joint ventures, co-owners
          or
          otherwise as participants in a joint or common undertaking.
 
 16.10  This
          Agreement may be executed in counterparts, each of which shall be an original
          and all of which together shall constitute one and the same
          instrument.
 
 16.11  If
          this
          Agreement or any associated transaction is required by the law of any nation
          to
          be either approved or registered with any governmental agency, LICENSEE
          will
          assume all legal obligations to do so. LICENSEE will notify LICENSOR if
          it
          becomes aware that this Agreement is subject to a United States or foreign
          government reporting or approval requirement. LICENSEE will make all necessary
          filings and pay all costs including fees, penalties and all other out-of-pocket
          costs associated with such reporting or approval process.
 
 16.12  LICENSEE
          shall comply with all applicable international, national, state, regional
          and
          local laws and regulations in performing its obligations hereunder and
          in its
          use, manufacture, sale or import of the LICENSED PRODUCTS, LICENSED SERVICES
          or
          practice of the LICENSED METHOD. LICENSEE will observe all applicable United
          States and foreign laws with respect to the transfer of LICENSED PRODUCTS
          and
          related technical data and the provision of LICENSED SERVICES to foreign
          countries, including, without limitation, the International Traffic in
          Arms
          Regulations (ITAR) and the Export Administration Regulations. LICENSEE
          shall
          manufacture LICENSED PRODUCTS and practice the LICENSED METHOD in compliance
          with applicable government importation laws and regulations of a particular
          country for LICENSED PRODUCTS made outside the particular country in which
          such
          LICENSED PRODUCTS are used, sold or otherwise exploited.
 
 16.13
                This
                    Agreement includes the attached Appendix
                    A.
 
 
 **[The
          Remainder of this page is intentionally left blank]**
 
 
 
 
 IN
          WITNESS WHEREOF, the LICENSOR and LICENSEE have executed this Agreement
          as of
          the EFFECTIVE DATE.
 
 **LICENSOR:
                      PROMEGA CORPORATION**By:Name:Title:**LICENSEE:
                      GENE LOGIC INC.**By:Name:Title:
 
 
 
 **APPENDIX
          A**
 **LICENSED
          PATENT RIGHTS**
 
 **UC
          Regents’ Patents**
   
 1.
                    US
                        Patent 5,583,024 “Recombinant expression of Coleoptera luciferase,”
                        McElroy et al inventors, issued December 10, 1996, assigned
                        to the Regents
                        of the University of California and licensed exclusively
                        to Promega
                        Corporation.2.
                    US
                        Patent 5,674,713 “DNA sequences encoding Coleoptera luciferase activity,”
                        McElroy et al inventors, issued October 7, 1997, assigned
                        to the Regents
                        of the University of California and licensed exclusively
                        to Promega
                        Corporation.3.
                    US
                        Patent 5,700,673 “Recombinantly produced Coleoptera luciferase and fusion
                        proteins thereof” McElroy et al inventors, issued December 23, 1997,
                        assigned to the Regents of the University of California and
                        licensed
                        exclusively to Promega
                        Corporation.
  
 There
          are
          no related pending applications thereof including divisionals, substitutions,
          and continuation-in-part applications; nor are there any corresponding
          foreign
          applications or patents.
 
 **Promega
          Patents**
 
 1.
                US
                    Patent 5,670,356 “Modified Luciferase,” Sherf*et
                    al*inventors, issued September 23, 1997, assigned to Promega
                    Corporation.
 
 2.
                US
                    Patent 6,552,179 “Mutant Luciferases” Wood*et
                    al*inventors,
                    issued April 22, 2003, assigned to Promega Corporation.
 
 3.
                US
                    Patent 6,387,675 “Mutant Luciferases” Wood*et
                    al*inventors,
                    issued May 14, 2002, assigned to Promega Corporation.
 
 4.
                US
                    Patent Application No. 10/664,341 “Rapidly Degraded Reporter Fusion
                    Proteins” Zdanovsky*et
                    al*inventors, filed September 16, 2003, assigned to Promega
                    Corporation.
 
 5.
                US
                    Patent Application No. 10/943,508 “Synthetic Nucleic Acid Molecule
                    Compositions and Methods of Preparation” Wood*et
                    al*inventors,
                    filed September 17, 2004, assigned to Promega Corporation.
 
 6.
                US
                    Patent Application No. 09/645,706 “Synthetic Nucleic Acid Molecule
                    Compositions and Methods of Preparation” Wood*et
                    al*inventors, filed August 24, 2000, assigned to Promega Corporation.
 
 And
          any
          divisionals, substitutions, continuations-in-part or corresponding foreign
          applications that may now be pending or may in the future be filed.