Exhibit
          10.91
 
 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.
  **XENOGEN
          LICENSE AGREEMENT**
 **FOR
          REAL-TIME IN VIVO IMAGING TECHNOLOGY**
  This **Xenogen License Agreement For Real-Time In Vivo Imaging**  **Technology** (the
“Agreement”) is made by and between Xenogen Corporation, with a principal place
          of business at 860 Atlantic Avenue, Alameda, CA 94501 (“Xenogen”) and Gene
          Logic, Inc., a corporation with a principal place of business at 610
          Professional Drive, Gaithersburg, Maryland 29879 (“Licensee”) (each a “Party”
and collectively, the “Parties”), and is effective as of November 17, 2004 (the
“Effective Date”).
  **RECITALS**
  **WHEREAS** ,
          Xenogen
          owns or Controls the Imaging System (as defined below) and the Xenogen
          Imaging
          Technology (as defined below);
  **WHEREAS** ,
          Licensee wishes to obtain a non-exclusive license to use the Xenogen Imaging
          Technology and the Imaging System (as defined below) in the Field (as defined
          below) to image bioluminescent cells or organisms *in
          vivo* as a
          method of drug discovery, and preclinical drug development and exogenous
          agent
          investigation and research; and
  **WHEREAS** ,
          Xenogen
          wishes to grant Licensee such a license on the terms and conditions contained
          in
          this Agreement.
  **NOW
          THEREFORE** ,
          in
          consideration of the mutual promises and covenants herein, the Parties
          hereby
          agree as follows.
 
  **ARTICLE
          I**
 **DEFINITIONS**
  1.1 “ Affiliate ”
means
          any corporation, firm, partnership or other legal entity which, directly
          or
          indirectly, is controlled by a Party. For the purposes of this definition
          only,
“control” shall mean (i) the direct or indirect ownership of fifty percent (50%)
          or more of the outstanding voting securities or capital stock of such entity,
          or
          (ii) such other relationship as in fact results in actual control over
          the
          management, business and affairs of such entity.
  1.2 “ Bioware Ò ”
is
          a
          Xenogen trademark that identifies certain prokaryotic or eukaryotic cells,
          bacteria and micro-organisms that are genetically engineered to produce
          light,
          and are owned or Controlled by Xenogen.
  1.3 “ Authorized
          Site ”
means
          Licensee’s designated research facility where the Imaging System will be
          installed and used, initially located at 38 Sidney Street, Cambridge, MA.
          During
          the Term, Licensee may designate alternate/additional Authorized Sites
          in
          accordance with the terms of this Agreement.
  1.4  “ Collaboration ” means an
          agreement between Licensee or
          an
          Affiliate and
          a
          third party including, without limitation, an academic collaborator, that
          establishes a collaboration, sponsored research program, joint venture,
          corporate partnership or other similar type of strategic alliance between
          Licensee or
          an
          Affiliate and
          such
          third party that: (a) involves research
          or development in a specified field or
          on
          substance(s) of
          interest to the parties; (b) includes access to and use of material and
          proprietary technology and intellectual property of Licensee or
          an
          Affiliate other
          than the Xenogen Imaging Technology; (c) in which Licensee or
          an
          Affiliate contributes
          substantial research or development effort; and (d) under which Licensee or
          an
          Affiliate has
          been
          granted or retains proprietary rights for significant intellectual property
          (other than as relates to its own proprietary technologies or improvements
          thereto), or success-based economic interests (e.g. milestone payments
          or future
          royalties from product sales) in the future of the therapeutic entity or
          other
          substances or uses generated
          under the work conducted. For clarity, Licensee acknowledges that the term
          “ Collaboration ”
does
          not cover Third Party Service or other arrangements between Licensee and
          a third
          party under which: (i) Licensee only performs contract services for such
          third
          party on a fee-for-service basis without
          the rights or interests such as those set forth in (iii) below ;
          (ii)
          Licensee provides such third party the data or other information resulting
          from
          such service; and (iii) with respect to the potential results
          of such service, Licensee retains no intellectual property rights (other
          than as
          relates to its own proprietary technologies or improvements thereto) or
          success-based economic interests.
  
 1.5 “ Confidential
          Information ”
shall
          have the meaning set forth in Section 4.1.
  1.6 “ Control ”
or
          “ Controlled ”
means
          possession of the ability to grant a license or sublicense as provided
          for
          herein without violating the terms of any agreement or other arrangements
          with
          any third party or any intellectual property rights of any third
          party.
  1.7 “ Equipment ”
means
          the specific hardware components included in the Imaging System and replacements
          and substitutions therefor provided by or through Xenogen.
  1.8 “ Field ” means
          pharmaceutical and biotechnological research and development and/or the
          investigation of the effect of a chemical, biological, or other substance
          or
          energy applied to or into the body of an animal conducted by Licensee or
          an
          Affiliate for
          itself and /or
          in
          connection with a Collaboration ,
          which
          includes, but is not limited to, use of the Imaging System, but excluding
          Third
          Party Service.
  1.9 “ Imaging
          System ”
means
          Xenogen’s IVIS ® Imaging
          System 200 Series (as well as XWS-248, XGI-8, XLS-4 and other accessories
          on
          Exhibit B other than the last 4 items), consisting of the Equipment and
          Software.
  1.10 “ Installation
          Date ”
shall
          have the meaning set forth in Section 2.1.
  1.11 “ Licensee ”
shall
          mean Gene Logic Inc. and its wholly owned subsidiaries
  1.12 “ LPTA ® Animal Models ”
is
          a
          Xenogen trademark that identifies certain laboratory animals that are
          genetically engineered to produce light, and are owned or Controlled by
          Xenogen.
“LPTA” Models shall have the meaning defined in Section 3.4 and LPTA Materials
          shall have the meaning defined in Section 1.1 of Exhibit C.
  1.13 “ Software ”
means
          the object code form of Xenogen’s Living Image ® image
          processing and data analysis software, as well as updates and upgrades
          provided
          by Xenogen at its sole discretion, and documentation related
          thereto.
  1.14 “ System ”
means
          any imaging system used in connection with the Xenogen Imaging
          Technology.
  1.15 “ Term ”
means
          the term of this Agreement as set forth in Section 8.1.
  1.16 “ Third
          Party Service ”
means
          research conducted by Licensee in support of any relationship or agreement
          between Licensee and a third-party entity other than services performed
          by
          Licensee as part of a Collaboration.
  
 1.17 “ Xenogen Imaging
          Technology ”
means
          the technology claimed in U.S. Patent Nos. 5,650,135, 6,217,847 and 6,649,143
          and all substitutions, continuations, continuations-in-part, divisionals,
          reissues, extensions, confirmations, and re-examinations thereof .
  **ARTICLE
          II**
 **IMAGING
          SYSTEM**
  2.1 Delivery
          and Operation .
  (a) Imaging
          System .
          Within
          sixty (60) days of the Effective Date, Xenogen shall ship the Imaging System
          to
          Licensee and install it at the Authorized Site. The Imaging System will
          be
          suitably packed for shipment in Xenogen’s standard containers, marked for
          shipment to the Authorized Site, and shipped FOB Xenogen’s manufacturing
          facility in Alameda, California, freight and freight insurance prepaid
          and added
          to the invoice. Upon proper installation of the Imaging System and completion
          of
          the Initial Training (as described in Section 2.2(a) below), Licensee shall
          provide Xenogen with written acknowledgement of the foregoing, the date
          of such
          acknowledgement to be deemed the "System Installation Date". Upon payment
          of the
          purchase price for the initial Imaging System pursuant to Section 3.5(a),
          the
          Equipment provided as part of such Imaging System will become the sole
          property
          of Licensee.
  (b) Additional
          Systems .
          During
          the Term, Licensee may, but is under no obligation to, order, in writing,
          from
          Xenogen additional Imaging Systems (each, an “Additional System”) that Licensee
          desires to use in accordance with the terms of this Agreement. Upon payment
          of
          the purchase price for each Additional System pursuant to Section 3.5(a),
          the
          Equipment provided as part of such Additional System will become the sole
          property of Licensee. Each Additional System includes hardware and software
          components providing the same or similar functionality as the Imaging
          System . Xenogen
          will deliver and install any Additional Systems at the installation location
          designated by Licensee at the Authorized Site in the manner described in
          Section
          2.1(a) and Section 2.2. The terms and conditions of Sections 2.2 through
          2.3
          shall apply to Additional Systems in the same manner as they apply to the
          Imaging System. Unless otherwise agreed to in writing, Additional Systems
          shall
          be shipped to Licensee within sixty (60) days after receipt of Licensee’s
          purchase order for such Additional System, and Xenogen will thereafter
          install
          it at the location designated by Licensee at the Authorized Site within
          fourteen
          (14) business days after delivery to the installation site. Upon installation
          of
          the Additional System and completion of Initial Training (as described
          in
          Section 2.2(a) below), Licensee shall provide Xenogen with written
          acknowledgement of completion of all of the foregoing, the date of such
          acknowledgement to be deemed the "Installation Date" for each such Additional
          System.
  2.2 Technical
          Assistance .
  (a) Initial
          Training .
          Xenogen
          shall provide Licensee, without additional charge, reasonable assistance
          and
          training in the initial installation and introduction to use of the Imaging
          System, including assistance and training at the Authorized Site, commencing
          within fourteen (14) business days after receipt of the Imaging System,
          unless
          otherwise agreed by Licensee. Such initial training and assistance at the
          Authorized Sites shall not exceed a total of three (3) days, in the aggregate,
          by Xenogen without Xenogen’s further consent and payment to Xenogen for such
          additional assistance and training. Xenogen anticipates making two technically
          qualified personnel available at the Authorized Site for an aggregate amount
          of
          up to three (3) days in support of the foregoing training and assistance,
          such
          training and assistance referred to as the "Initial Training". Licensee
          may
          request, and Xenogen may provide in response to such request, additional
          technical support to Licensee at Xenogen's then current rate for such support
          (currently $1,250 per day per employee as of the Effective Date) plus associated
          expenses.
  
 (b) System
          Movement .
          Licensee acknowledges and agrees that Xenogen’s technical assistance may be
          necessary for reinstallation and set-up in the event that the Imaging System
          is
          to be moved from its installed location to other locations within the Authorized
          Site or from one Authorized Site to another. If Licensee desires to designate
          an
          alternate or additional Authorized Site, it may do so provided it notifies
          Xenogen in writing of such Authorized Site and indicates the approximate
          date
          that such Authorized Site is to become effective and the dates on which
          Xenogen
          assistance may be required to install and test the system. Xenogen shall
          acknowledge receipt of such notice and indicate whether it can provide
          the
          necessary support at the time requested or propose alternate dates. Except
          in an
          emergency, Licensee shall provide any such notice at least two (2) weeks
          before
          it intends to make the new Authorized Site active and, provided it has
          given at
          least two (2) weeks prior notice, Xenogen shall make commercially reasonable
          efforts to provide the support requested at the time specified or as soon
          thereafter as possible. In an emergency, the parties shall work together
          to
          schedule re-installation and testing as soon as possible. Licensee may
          request,
          and Xenogen may provide in response to such request, such technical assistance
          to Licensee for such System moves at the fee specified in Exhibit D.
  2.3 Software
  (a) License .
          In consideration
          for the license fees payable by Licensee hereunder, Xenogen hereby grants
          to
          Licensee and
          its
          Affiliates for
          the Term a
          royalty-free, non-exclusive, non-transferable (except as provided in Section
          9.2) license, without the right to sublicense, to use, store and display
          the
          Software solely in connection with the practice of the Xenogen Imaging
          Technology in conjunction with the Imaging System at the Authorized Site
          on
          behalf of Licensee or in connection with a Collaboration. Use of the Software
          and associated computer involves methods and products claimed under U.S.
          Patent
          No. 6,614,452 and all substitutions, continuations, continuations-in-part,
          divisionals, reissues, extensions, confirmations and reexaminations thereof,
          all
          of which are covered by the license granted herein.  Installation
          and use of the Software shall be restricted for the Field and to the Equipment
          and up to five (5) additional computer workstations at the Authorized Site.
          During the Term, licenses for additional copies of the Software may be
          requested
          from Xenogen at its then-applicable retail price.
  (b) Ownership
          of Software .
          The
          Software (including any copyrights related thereto) is and shall remain
          the sole
          and exclusive property of Xenogen. Licensee agrees that it will not, without
          Xenogen’s prior written consent, directly or indirectly, modify, make derivative
          works, or make any additional copies of the Software, except for one (1)
          backup
          copy. Licensee further agrees that it shall not, directly or indirectly,
          attempt
          to reverse engineer or decompile the Software or otherwise derive source
          code
          from the Software.
  (c) Software
          Support .
          Xenogen
          shall provide maintenance and support of the Software as set forth in Section
          2.4(b), except that Xenogen will also provide Licensee with updates to
          the
          Software at no additional charge during the term as soon as they become
          commercially available.
  2.4 Limited
          Warranty and Maintenance and Support .
  (a) Limited
          Warranty .
          Xenogen
          represents and warrants to Licensee that for a period of one (1) year (the
          “Warranty Period”) after the Installation Date: (i) the Equipment provided to
          Licensee hereunder shall in all material respects conform to and perform
          in
          accordance with its published specifications existing at the time such
          Equipment
          is acquired or manufactured by Xenogen; and (ii) the Software will in all
          material respects conform to and perform in conformance with Xenogen’s
          then-current specifications for such Software. The foregoing warranty expressly
          excludes failure to perform due to Misuse of all or any component of the
          Imaging
          System, whether Equipment or Software. As used in this Agreement, “Misuse”
means, without limitation, (i) any use that is, in any material respect,
          inconsistent with or in contradiction to the instructions provided with
          the
          Imaging System, (ii) intentional damage to or misuse of the Imaging System,
          and
          (iii) damage due to negligence in connection with use of the Imaging System.
          If,
          Licensee so requests, Xenogen will service the System to repair such Misuse,
          Xenogen reserves the right to charge the full cost of such service to Licensee,
          including travel expenses. Xenogen does not warrant that the Software will
          meet
          all of Licensee’s requirements or that the use of the Software will be
          uninterrupted or error-free. Except as expressly provided herein and in
          the
          exhibits hereto, Xenogen's sole obligation, and Licensee’s sole remedy, under
          this Section 2.4 is to use reasonable efforts to promptly correct or replace
          any
          non-conforming Equipment and/or Software at Xenogen’s expense, including parts,
          labor and travel expenses related to maintenance and corrective service
          during
          the Warranty Period.
  
 (b) Maintenance
          and Support of Imaging System .
          During
          the Warranty Period and for no additional consideration, Xenogen will also
          provide Licensee with its “Standard” Service Program (pursuant to Section 3.1.2
          of Xenogen’s IVIS® Imaging System Service and Support Agreement (the “Service
          Agreement”), attached hereto as Exhibit D) for the Imaging System. Prior to
          expiration of the foregoing warranty Licensee may purchase maintenance
          and
          support for its Imaging System in accordance with the terms set forth in
          Exhibit
          D.
  2.5 Disclaimer
          of All Other Warranties .
          EXCEPT
          AS EXPRESSLY SET FORTH IN SECTION 2.4(A) AND ELSEWHERE IN THIS AGREEMENT
          AND IN
          THE RELATED AGREEMENTS ATTACHED AS EXHIBITS HERETO, XENOGEN MAKES NO WARRANTIES
          (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE IMAGING
          SYSTEM
          HEREUNDER AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF
          MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES
          OF
          NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. XENOGEN DOES
          NOT
          REPRESENT OR WARRANT THAT THE EQUIPMENT OR SOFTWARE WILL BE FREE OF DEFECT,
          UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, STABLE, BUG-FREE, ERROR-FREE,
          OR
          AVAILABLE AT ANY TIME.
  **ARTICLE
          III**
 **TECHNOLOGY
          LICENSE**
  3.1 Technology
          License .
          In consideration
          of the license fees payable by Licensee hereunder, Xenogen hereby grants
          to
          Licensee and
          its
          Affiliates a
          non-exclusive ,
          non-transferable license, without the right to sublicense, to practice
          the
          Xenogen Imaging Technology during the Term solely with the Imaging System
          and
          solely within the Field at the Authorized Sites on behalf of Licensee or
          in
          connection with a Collaboration. In consideration of the granting of the
          foregoing license, Xenogen shall provide, without additional charge, not
          more
          than a total aggregate of [REDACTED] person hours per calendar year of
          follow-on
          technical support to Licensee at the Authorized Site. Licensee may request,
          and
          Xenogen will provide in response to such request, additional technical
          support
          to Licensee at Xenogen's then current rate for such support plus associated
          expenses. Each Party will designate an individual to serve as a contact
          point
          for the other Party and to address and attempt to resolve technical issues
          that
          arise during the Term. Xenogen’s initial contact is Mr. Ben Carter, and
          Licensee’s initial contact is Dr. Joseph Carroll. Each Party may change its
          designated contact upon written notice to the other Party.
  3.2 Limitations. The
          licenses granted in Sections 2.3(a) and 3.1 are only for use at the Authorized
          Site. Licensee may not exercise the licenses granted herein to provide
          Third
          Party Service. No other license or rights shall be deemed granted or created
          by
          implication, estoppel or otherwise.
  3.3 BiowareTM
          Cells and Microorganisms .
  (a) Transfer
          and Use .
          Licensee may request during the Term, and subject to availability Xenogen
          will
          provide (and license for use), any of the Bioware identified in Exhibit
          A, or
          other models that are offered commercially by Xenogen, at the Authorized
          Site
          solely for use in the Field on behalf of Licensee or in connection with
          a
          Collaboration according to the terms and conditions herein. Xenogen will
          deliver
          such Bioware to Licensee as soon as practicable following receipt of Licensee’s
          applicable request or purchase order. Licensee may propagate the Bioware
          received hereunder, as well as Progeny and Derivatives thereof, solely
          for the
          purpose of creating additional quantities for Licensee’s use as permitted
          hereunder. Licensee acknowledges that the Bioware, Bioware Progeny and
          Bioware
          Derivatives (collectively, “Bioware Materials”) are experimental in nature and
          may have unknown characteristics. Xenogen will advise Licensee promptly
          of any
          hazards it determines may apply to any of the Bioware and appropriate
          precautions to be taken in connection therewith. Licensee therefore agrees
          to
          use prudence and all reasonable care in the use, handling, storage,
          transportation and disposition and containment of the Bioware Materials
          and to
          maintain them under suitable containment conditions in compliance with
          all
          applicable national, state and local laws, regulations, rules and
          ordinances.
  
 (b) Definitions .
          The
          term “Bioware Progeny” shall mean and refer to both unmodified descendents and
          modified descendents of the Bioware received hereunder that occur as a
          result of
          a naturally occurring mutation or other spontaneous process. The term “Bioware
          Derivative” shall mean a substance that is directly or indirectly derived from
          the Bioware received hereunder or any Progeny thereof, including, without
          limitation, a product expressed by or generated from the Bioware or
          Progeny.
  (c) Consideration. During
          the Term, Bioware cell lines will be priced at a non-refundable initial
          fee of
          [REDACTED] per cell line, with a non-refundable annual renewal fee of [REDACTED]
          per cell line. During the Term, Bioware bacterial strains will be priced
          at a
          non-refundable initial fee of [REDACTED] per strain, with a non-refundable
          annual renewal fee of [REDACTED] per strain. Except for Bioware covered
          by the
          payment made under Section 3.5(d) below, Xenogen will invoice Licensee
          for
          Bioware upon
          shipment and annually thereafter .
  (d) Ownership .
          Licensee agrees that, as between the Parties, the Bioware Materials are
          and
          shall be owned and/or controlled exclusively by Xenogen, and that this
          Agreement
          creates a bailment by Licensee with respect to any and all such Bioware
          Materials. In the
          event that Licensee does not pay the annual renewal
          fee for any Bioware  acquisition when
          due,
          Licensee agrees to destroy all such Bioware Materials, and to provide Xenogen with written certification of such destruction
          executed by an authorized representative of Licensee.
  (e) Limitations .
          Licensee shall not use the Bioware Materials for any human in vivo use
          whatsoever, or for any human in vitro diagnostic or therapeutic applications.
          The Bioware Materials are provided to Licensee for use solely at the Authorized
          Sites. Licensee shall not transfer the Bioware Materials to any person
          who is
          not under the immediate and direct employment of Licensee or to any place
          other
          than Licensee’s facilities at the Authorized Sites. Licensee shall not use the
          Bioware Materials in the performance of or in conjunction with Third Party
          Service. Except as provided in Section 3.3(a), Licensee shall not attempt
          to
          alter or modify the Bioware Materials in any way without the prior written
          consent of Xenogen, or attempt, directly or indirectly, to re-engineer
          the
          Bioware Materials, or extract or transfer any genetic material from the
          Bioware
          Materials to another organism. Licensee agrees to maintain a valid license
          to
          the Xenogen Imaging Technology so long as the Bioware Materials are being
          used
          by Licensee for applications covered by one or more of the claims in the
          Xenogen
          Imaging Technology.
  (f) Luciferase .
          Licensee acknowledges that the mutant recombinant *Coleoptera* luciferase nucleic acid and protein contained in Bioware cell lines and
          the LPTA
          Models is the subject of U.S. Patent Nos. 5,583,024, 5,674,713 and 5,700,673,
          assigned to The Regents of The University of California and U.S. Patent
          No.
          5,670,356, assigned to Promega Corporation. That material, or any substance
          that
          contains or incorporates that material, may not be transferred or licensed
          to
          any other party except as expressly provided herein, or be used for commercial
          purposes by any other party (including Licensee), without the express written
          consent of The Regents of The University of California and Promega
          Corporation.
  
 (g) Limited
          Replacement .
          To the
          extent the Bioware is not living or fails to exhibit sufficient luminescent
          properties (as described in Xenogen’s technical descriptions of such Bioware)
          upon delivery to Licensee, and Licensee notifies Xenogen thereof within
          ten (10)
          days after receipt, Xenogen shall, at Licensee’s option, either promptly provide
          replacements to Licensee or refund the amount paid for such Bioware. The
          foregoing constitutes Licensee’s sole remedy for dissatisfaction with the
          Bioware Materials or failure of the Bioware to perform in accordance with
          Xenogen's specifications existing at the time of delivery.
  (h) Other
          Sources . Licensee
          is not prohibited from developing or acquiring from any other source other
          bioluminescent or fluorescent strains ("Other Strains") to be used in the
          practice of the Xenogen Imaging Technology in accordance with the terms
          of this
          Agreement. Licensee agrees that it shall have the sole responsibility for
          acquiring any third party intellectual property rights necessary to use
          such
          Other Strains, including rights to those patents described in Section 3.3(f)
          above. Xenogen may also agree to develop new BiowareTM cells and/or
          microorganisms to be provided to Licensee, for fees to be negotiated between
          the
          Parties in good faith.
  3.4 LPTA ® Animal Models .
          Upon
          Licensee’s request during the Term, and subject to availability, Xenogen will
          provide Licensee with quantities of specific lines of Xenogen’s LPTA Animal
          Models identified in Exhibit A, or that otherwise are offered commercially
          by
          Xenogen, (“LPTA Models”) for use in the Field in connection with the Imaging
          System, subject to the terms and conditions of this Agreement and those
          standard
          terms and conditions provided at Exhibit C. During the Term, LPTA Models
          will be
          priced at a non-refundable fee of [REDACTED] per animal (minimum quantity
          of
          twenty animals), or, for breeding pairs, a non-refundable initial fee of
          [REDACTED] per line, with a non-refundable annual renewal fee of [REDACTED]
          per
          line. As long as Licensee maintains its access rights to at least one such
          line
          during the Term, then breeding pairs for subsequent lines will be priced
          at a
          non-refundable initial fee of [REDACTED] per line, with a non-refundable
          annual
          renewal fee of [REDACTED] per line. Licensee is not prohibited from developing
          or acquiring from any other source other bioluminescent or fluorescent
          transgenic animals ("Other Animals") to be used in the practice of the
          Xenogen
          Imaging Technology. Licensee agrees that it shall have the sole responsibility
          for acquiring any third party intellectual property rights necessary to
          use such
          Other Animals. Xenogen may also agree to develop new LPTA Animal Models
          to be
          provided to Licensee, for fees to be negotiated between the
          Parties in good faith. Xenogen acknowledges that a specific bioluminescent
          mouse
          model is to be transferred to Licensee from Millennium Pharmaceuticals,
          Inc. and
          that the terms of that transfer do not include any consideration to be
          paid to
          Xenogen , and that
          such mouse model is not covered by the terms of this Agreement.
  3.5 Payments .
  (a) System .
          Licensee agrees to pay Xenogen [REDACTED] for purchase of the Imaging System.
          Licensee may purchase Additional Systems at Xenogen’s then-current list price,
          provided that for the first Additional System ordered within the first
          twelve
          (12) months of the Term, the price shall be the lesser of [REDACTED] or
          Xenogen’s then current list price.
  (b) Technology
          License Fee .
          In
          addition to the purchase price set forth in Section 3.5(a), for each Imaging
          System purchased by Licensee hereunder, Licensee shall pay a non-refundable,
          non-creditable, annual technology license fee of [REDACTED] to practice
          the
          Xenogen Imaging Technology in the Field with each Imaging System or Additional
          System for the first year of the Term, [REDACTED] for the second year of
          the
          Term and [REDACTED] to practice in the Field with each Imaging System or
          Additional System for each subsequent year of the Term; provided however,
          that
          if the patents included in the Xenogen Imaging Technology are declared
          invalid
          or unenforceable as they relate to the Imaging System in a final judicial
          or
          administrative opinion from which no appeal can be taken, such fee shall
          no
          longer apply.
  
 (c) Hardware
          Accessories .
          Licensee may purchase additional quantities of hardware accessories not
          included
          in the Imaging System from Xenogen as listed in Exhibit B (October 2004
          prices
          shown). Xenogen agrees that, for purposes of this Agreement, the prices
          for
          additional quantities of hardware accessories that it offers for sale for
          use
          with the Imaging System will not be changed more than once in any calendar
          year
          (with 30 days' prior written notice to Licensee) and the prices shown on
          Exhibit
          B will not be changed prior to October 1, 2005.
  (d) Payments .
          Payment
          for the annual technology license fee is due upon the Effective Date and
          subsequent anniversaries thereof. Unless otherwise specified in writing,
          all
          payments required according to this Agreement shall be made by transfer
          to the
          bank account nominated by the receiving Party upon timely receipt of an
          invoice.
          Invoices shall be sent to Licensee at:
 
 Gene
          Logic Inc.
 610
          Professional Drive
 Gaithersburg,
          Md. 20879
 Attn:
          Finance
 
 With
          a
          copy to:
 
 Gene
          Logic Inc.
 38
          Sidney
          Street
 Cambridge,
          MA. 02139
 Attn:
          [REDACTED]
  All
          payments shall be made in U.S. Dollars, by direct bank transfer to an account
          designated by Xenogen or by check, at Licensee’s discretion. Unless otherwise
          stated herein, payments are due within thirty (30) days after receipt of
          invoice
          from Xenogen. Any payments hereunder that are not paid on the date such
          payments
          are due under this Agreement shall bear interest at a rate of [REDACTED]
          percent
          ([REDACTED]%) annually, calculated on the number of days such payment is
          delinquent. Any taxes or other governmental charges incident to the performance
          of this Agreement (excluding taxes on Xenogen’s income but including any sales
          tax, use tax, excise tax, customs duty (including any applicable V.A.T)
          shall be
          the sole responsibility of Licensee. Licensee shall pay or reimburse Xenogen
          for
          the foregoing, as applicable.
  (e) Audits .
          During
          the Term of this Agreement and thereafter, Xenogen shall have the right
          to have
          audited, by an independent public accountant designated by Xenogen and
          reasonably acceptable to Licensee, no more than once in each calendar year
          during the term of this Agreement and no more than twice during the three
          (3)
          calendar years following the expiration or termination of this Agreement,
          Licensee’s books and records relating to the use of the Imaging System, Xenogen
          Imaging Technology and any LPTA Models and Bioware Materials transferred
          hereunder with at least fifteen (15) business days prior written notice
          and at
          Licensee’s normal business hours for the purpose of verifying compliance with
          the terms of this Agreement. Xenogen shall bear the cost of such audits.
          All
          information learned in the course of any such audit(s), excluding amounts
          due to
          Xenogen, shall be considered Confidential Information of Licensee (regardless
          of
          whether it is marked “Confidential”) and shall be subject to confidentiality
          obligations of this Agreement.
  (f) Imaging
          System Service and Support .
          Licensee may contract with Xenogen for a Service Program (as that term
          is
          defined in the Service Agreement) providing for maintenance and support
          of the
          Imaging System upon expiration of the Warranty Period. Terms and conditions
          for
          such support and for enrollment in a Service Program are provided in the
          Service
          Agreement at Exhibit D.
  
 3.6 Additional
          Patents .
          Althoug h
          Licensee is not
          obligated to purchase access to Bioware or LPTA Models for use with the
          Imaging
          System  and
          does
          not make any admission of the validity of Xenogen's rights ,  certain
          uses of light-emitting reporters embodied in bacteria, cell lines or transgenic
          animal models are covered
          by one or more of the following issued U.S. patents or patent applications
          owned
          or controlled by Xenogen and a
          license
          may be necessary: .
  5,824,468
                Detection
                    of Listeria by Means of Recombinant
                    Bacteriophages
  6,610,503
                Animal
                    Models for Predicting Sepsis
                    Mortality
  6,638,752
                Biodetectors
                    Targeted to Specific Ligands
  6,737,245
                Luciferase
                    Expression Cassettes and Methods of
                    Use
  Allowed
                Methods
                    and Compositions for Screening for Angiogenesis Modulating
                    Compounds
  09/888049
                Compositions
                    and Methods for Use Thereof in Modifying the Genomes of
                    Microorganisms
  10/126,912
                Isolation
                    and Identification of Transcription Control Elements Associated
                    with Mouse
                    Eosinophil Peroxidase Expression
  10/121960
                Isolation
                    and Identification of Mouse and Human Transcription Control Elements
                    Associated with Cytochrome
                    Expression
  10/094146
                Methods
                    of Screening for Introduction of DNA Into a Target
                    Cell
  
  **ARTICLE
          IV**
 **CONFIDENTIAL
          INFORMATION**
  4.1 Confidential
          Information .
          The
          term “Confidential Information” means any proprietary technical or business
          information or data related to, or generated in connection with, the performance
          of this Agreement and which is provided by one Party (the “Disclosing Party”) to
          the other Party (the “Receiving Party”) pursuant to this Agreement. Xenogen’s
          Confidential Information will include, without limitation, any proprietary
          know-how, data or other information relating to the Imaging System or the
          use
          thereof, which is provided by Xenogen to Licensee for use in performance
          of this
          Agreement. Licensee’s Confidential Information shall include, without
          limitation, any proprietary know-how, data or other information relating
          to any
          of Licensee’s research programs or products that are used in connection with the
          Xenogen Imaging Technology and disclosed under this Agreement.
  4.2 Obligations .
          Except
          as expressly provided herein, the Parties agree that, during the term of
          this
          Agreement and for a period of five (5) years thereafter, the Receiving
          Party
          shall keep completely confidential and shall not publish or otherwise disclose
          to any third party which is not an Affiliate (except under no less stringent
          obligations of confidentiality and only for purposes expressly permitted
          herein)
          and shall not use for any purpose except for the purposes expressly contemplated
          by this Agreement any Confidential Information furnished to it by the Disclosing
          Party pursuant to this Agreement. Confidential Information, if disclosed
          in
          written form must be marked as “Confidential” at the time of disclosure, or if
          disclosed orally, must be expressly identified as “Confidential” at the time of
          oral disclosure, and be confirmed as “Confidential” in a written form that is
          delivered to the Receiving Party within thirty (30) days of oral disclosure;
          however, the failure to so mark or identify and confirm a disclosure as
          confidential shall not cause it to be non-confidential if the receiving
          party
          knew or reasonably should have known that it was the type of information
          which
          is considered Confidential Information. To the extent it can be established
          by
          competent written proof, Confidential Information shall not include information
          that:
  
 (a)  is
          already known to the Receiving Party, other than under an obligation of
          confidentiality, at the time of disclosure;
   (b)  is
          generally available to the public or otherwise part of the public domain
          at the
          time of its disclosure to the Receiving Party;
   (c)  becomes
          generally available to the public or otherwise part of the public domain
          after
          its disclosure to the Receiving Party and other than through any act or
          omission
          of the Receiving Party in breach of this Agreement;
   (d)  is
          subsequently lawfully disclosed to the Receiving Party by a third party
          having
          no confidentiality obligations with respect thereto; or
   (e)  is
          independently developed by the Receiving Party or its Affiliates without
          the
          aid, application or use of the Disclosing Party’s Confidential Information (and
          such independent development is properly evidenced by documentation by
          the
          Receiving Party).
  4.3 Permitted
          Use and Disclosures. The
          Receiving Party may disclose the Disclosing Party’s Confidential Information to
          the extent required by law, rule, regulation, act or order of any governmental
          authority or agency; provided that Receiving Party promptly notifies the
          Disclosing Party of such requirement in order to provide the Disclosing
          Party an
          opportunity to seek a protective order or other similar order with respect
          to
          such Confidential Information, and thereafter the Receiving Party discloses
          only
          the minimum information required to be disclosed in order to comply, whether
          or
          not a protective order or other similar order is obtained by the Disclosing
          Party. Further, a Party may disclose the existence and terms of this Agreement
          to existing or potential investors or acquirers or merger partners, or
          to
          professional advisors (e.g., attorneys, accountants and prospective investment
          bankers) involved in such activities, for the limited purpose of evaluating
          such
          investment or transaction and under appropriate conditions of confidentiality,
          only to the extent necessary and with the agreement by these permitted
          individuals to maintain such Confidential Information in strict
          confidence.
  4.4 Confidential
          Terms. Neither
          Party will issue a press release or otherwise publicize or disclose to
          any third
          party the terms and conditions hereof without the prior written consent
          of the
          other Party, except that each Party may disclose such information to its
          attorneys, advisors or investors on a need to know basis under circumstances
          that reasonably ensure the confidentiality thereof, or to the extent required
          by
          law (including under applicable federal or state securities laws and
          regulations). Notwithstanding any other terms of this Agreement, subject
          to
          Section 9.8, the Parties agree that the existence of this Agreement does
          not
          constitute Confidential Information and may be disclosed without
          restriction.
  **ARTICLE
          V**
 **INTELLECTUAL
          PROPERTY RIGHTS**
  5.1 No
          Implied Rights; Retained Rights .
          Only
          the licenses granted pursuant to the express terms of this Agreement shall
          be of
          any legal force or effect. No other license rights shall be granted or
          created
          by implication, estoppel or otherwise. Xenogen reserves the right to license
          the
          Xenogen Imaging Technology and Software to others, and to use Software
          and
          Xenogen Imaging Technology for its own purposes.
  5.2 Ownership
          of Inventions .
          The
          Parties acknowledge and agree that ownership of all inventions, discoveries
          and
          innovations (including any patent applications, patents or other intellectual
          property rights arising directly from them) arising
          hereunder by Licensee (hereinafter “Inventions”) shall be determined as
          follows:
  
  (a) Xenogen
          Intellectual Property .
          Xenogen
          shall be the sole and exclusive owner of any Invention made by Licensee
          during
          the Term (as defined in Section 8.1) of this Agreement to the extent that
          it is a
          derivative or a modification
          of the Bioware Materials and LPTA Models developed using such Bioware or
          LPTA
          Models, or an improvement, enhancement or modification to the Imaging System
          itself (collectively, “Improvements”). Licensee hereby assigns to Xenogen its
          right, title, and interest in all such Improvements; provided however that
          Licensee shall retain a royalty-free, fully paid, non-assessable,
          nonexclusive ,
          transferable only to
          an Affiliate or as permitted in Section 9.2 below ,
          perpetual license to use the Improvements in the Field, and upon request
          and at
          Xenogen’s expense, agrees to reasonably cooperate with Xenogen to enable Xenogen
          to perfect its interest in any and all such Xenogen Inventions.
   (b) Licensee
          Intellectual Property .
          Licensee shall be the sole and exclusive owner of any Invention other than
          a
          Xenogen Invention. Xenogen hereby assigns all its title to and interest
          in any
          and all such Inventions to Licensee, and upon request and at Licensee’s expense,
          agrees to reasonably cooperate with Licensee to enable Licensee to perfect
          its
          interest in any and all such Inventions.
  (c) No
          Blocking. Licensee
          agrees not to assert any patent or other proprietary right obtained as
          a result
          of any use , while
          this Agreement is in effect, of the Bioware Materials or LPTA Materials
          that
          would block the manufacture, offer for sale, sale or use of the Bioware
          Materials or LPTA Materials by Xenogen or an Affiliate of Xenogen, or any
          use of
          Bioware Materials or LPTA Materials by any customer of Xenogen. Licensee
          agrees
          that such non-assertion of rights shall run with all licenses, sublicenses
          and
          assignments of Licensee’s rights in any invention covered by this subparagraph
          (c) that would have such blocking effect. For
          purposes of clarification, this non-assertion right is not intended in
          any way
          to apply to information
          and materials developed independently of the Bioware Materials or LPTA
          Materials, including Licensee’s
          GeneExpress System, any toxicity markers or biomarkers, or to
          compounds and indications developed by or for Licensee and its Affiliates
          or
          resulting from Collaborations.
  5.3 Patent
          Prosecution .
          Each
          Party shall be responsible, at its own expense for the preparation, filing,
          prosecution, maintenance, enforcement or defense of any patent applications
          or
          patents claiming Inventions owned by it pursuant to Section 5.2. Nothing
          herein
          shall be construed as granting to either Party any license or other rights
          with
          respect to any Inventions, or any patent applications or patents directed
          thereto, which are owned by the other Party pursuant to Section 5.2.
          Inventorship shall be determined in accordance with U.S. patent
          law.
  5.4 Publications .
          In
          accordance with scientific custom, the contribution of each Party will
          be
          expressly noted in all written or oral public scientific abstracts, papers
          or
          presentations (“Scientific Documents”), by acknowledgment or co-authorship, as
          appropriate. In the event that either Party publishes such results in the
          scientific literature, acknowledgment will be made to the other Party and
          its
          personnel in the accepted style consistent with customary scientific practices,
          as appropriate.
  **ARTICLE
          VI**
 **REPRESENTATIONS
          AND WARRANTIES**
  6.1 Representations
          and Warranties by the Parties .
          Each of
          Licensee and Xenogen hereby represents and warrants to the other Party
          that:
  (a) it
          is a
          corporation duly organized and validly existing under the laws of the state
          or
          other jurisdiction of its incorporation;
  (b) the
          execution, delivery and performance of this Agreement by such Party has
          been
          duly authorized by all requisite corporate action;
  
 (c) it
          has
          the power and authority to execute and deliver this Agreement and to perform
          its
          obligations hereunder;
  (d) the
          execution, delivery and performance by such Party of this Agreement and
          its
          compliance with the terms and provisions hereof does not and will not conflict
          with or result in a breach of any of the terms and provisions of or constitute
          a
          default under (i) a loan agreement, guaranty, financing agreement, agreement
          affecting a product or other agreement or instrument binding or affecting
          it or
          its property; (ii) the provisions of its corporate charter or other operative
          documents or bylaws; or (iii) any order, writ, injunction or decree of
          any court
          or governmental authority entered against it or by which any of its property
          is
          bound;
  (e) this
          Agreement has been duly authorized, executed and delivered and constitutes
          such
          Party’s legal, valid and binding obligation enforceable against it in accordance
          with its terms subject, as to enforcement, to bankruptcy, insolvency,
          reorganization and other laws of general applicability relating to or affecting
          creditors’ rights and to the availability of particular remedies under general
          equity principles; and
  (f) it
          shall
          comply with all applicable laws, rules and regulations relating to the
          performance of its activities under this Agreement.
  6.2 Representations
          and Warranties by Xenogen .
  Xenogen
          hereby represents and warrants to Licensee as follows:
  (a) the
          Equipment will be transferred to Licensee free and clear of any liens,
          encumbrances or other claims of third parties, and
  (b) Xenogen
          has the right to transfer the Equipment, Software, Bioware and LPTA Materials
          to
          Licensee ,  and
          to
          grant the licenses herein granted and to permit Licensee to use all such
          items
          upon the terms herein provided.
  6.3 Representation
          by Legal Counsel .
          Each
          Party represents that it has been represented by legal counsel in connection
          with this Agreement and acknowledges that it has participated in the drafting
          hereof. In interpreting and applying the terms and provisions of this Agreement,
          the Parties agree that no presumption shall exist or be implied against
          the
          Party which drafted such terms and provisions.
  6.4 No
          Warranty .
          LICENSEE ACKNOWLEDGES THAT, EXCEPT EXPRESSLY SET FORTH HEREIN INCLUDING
          THE
          EXHIBITS HERETO, XENOGEN DOES NOT MAKE ANY REPRESENTATIONS OR EXTEND ANY
          WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
          WITH
          RESPECT TO THE XENOGEN IMAGING TECHNOLOGY, INCLUDING WARRANTIES OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE
          XENOGEN IMAGING TECHNOLOGY WILL NOT INFRINGE THE INTELLECTUAL PROPERTY
          RIGHTS OF
          THIRD PARTIES. XENOGEN DOES NOT REPRESENT OR WARRANT THAT THE XENOGEN IMAGING
          TECHNOLOGY WILL BE FREE OF DEFECT, UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT,
          STABLE, BUG-FREE, ERROR-FREE, OR AVAILABLE AT ANY TIME. XENOGEN ACKNOWLEDGES
          THAT, EXCEPT EXPRESSLY SET FORTH HEREIN INCLUDING THE EXHIBITS HERETO,
          LICENSEE
          DOES NOT MAKE ANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND,
          WHETHER
          EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
  
 **ARTICLE
          VII**
 **INDEMNIFICATION;
          LIABILITY**
  7.1 Indemnification
          by Licensee .
          Licensee shall indemnify, defend and hold Xenogen and its directors, officers,
          employees and agents and the Trustees of Leland Stanford Jr. University
          (“Stanford”), Stanford Health Services and their respective trustees, officers,
          employees, students and agents (collectively the “Xenogen Indemnitee(s)”)
          harmless from and against any and all liabilities, claims, demands, expenses
          (including, without limitation, reasonable attorneys’ fees), losses or causes of
          action (each, a “Liability”) arising out of or relating to any third party claim
          resulting from (i) Licensee’s use of the Xenogen Imaging Technology, Imaging
          System, (except for third party claims of patent, trademark or copyright
          infringement to the extent relating solely to the Xenogen Imaging Technology,
          Imaging System, Bioware Materials or LPTA Models), and (ii) possession,
          propagation or use of Bioware Materials or LPTA Materials, other than as
          authorized by Xenogen herein. Notwithstanding the foregoing, Licensee shall
          have
          no indemnification obligation under this Section 7.1 to the extent that
          such
          Liability is caused by the negligence or willful misconduct of
          Xenogen.
  7.2 Indemnification
          by Xenogen .
          Xenogen
          shall indemnify, defend and hold Licensee, its Affiliates and their respective
          directors, officers, employees and agents (collectively the “Licensee
          Indemnitee(s)”) harmless from and against any and all Liabilities arising out of
          or relating to any third party claim of patent, trademark or copyright
          infringement to the extent due solely to Licensee’s use of the Xenogen Imaging
          Technology, Imaging System, Bioware Materials or LPTA Models (except to
          the
          extent such third party claim would not have arisen but for Licensee’s use of
          the Imaging System with processes or materials not provided by Xenogen
          hereunder). In addition, Xenogen shall indemnify and hold Licensee harmless
          from
          and against any Liabilities arising at any time in connection with Xenogen’s use
          of any Licensee images (except that Xenogen shall have no indemnification
          obligation under this Section 7.2 for Liabilities arising out of or relating
          to
          any third party claim of copyright infringement in connection with Xenogen’s use
          of any Licensee images in the event that Licensee approves the use of such
          images by Xenogen pursuant to Section 5.4 but fails to identify such images
          as
          being subject to a third party copyright known to Licensee). Notwithstanding
          the
          foregoing, Xenogen shall have no indemnification obligation under this
          Section
          7.2 to the extent that such Liability is caused by the negligence or willful
          misconduct of Licensee.
  7.3 Procedure .
          A Party
          (the “Indemnitee”) that intends to claim indemnification under this Article VII
          shall promptly notify the other Party (the “Indemnitor”) in writing of any
          claim, complaint, suit, proceeding, cause of action or other potential
          Liability
          in respect of which the Indemnitee intends to claim such indemnification
          (for
          purposes of this Section 7.3, each a “Claim”), and the Indemnitor shall have
          sole control of the defense and/or settlement thereof; provided that the
          Indemnitee shall have the right to participate, at its own expense, with
          counsel
          of its own choosing in the defense and/or settlement of such Claim. The
          indemnification under this Article VII shall not apply to amounts paid
          with
          respect to settlement of any Claim if such settlement is effected without
          the
          consent of the Indemnitor, which consent will not be unreasonably withheld
          or
          delayed. The failure to deliver written notice to the Indemnitor within
          a
          reasonable period of time after the commencement of any such claim, suit
          or
          proceeding, if materially prejudicial to its ability to defend such action,
          shall relieve such Indemnitor of any liability to the Indemnitee under
          this
          Article VII, but the omission to so deliver written notice to the Indemnitor
          shall not relieve the Indemnitor of any liability to any Indemnitee otherwise
          than under this Article VII. Without limiting the foregoing, the Indemnitee
          shall keep the Indemnitor fully informed of the progress of any Claim for
          which
          it intends to claim indemnification under this Article VII. The Indemnitor
          shall
          not be responsible for any costs or expenses incurred by the Indemnitee
          without
          the Indemnitor’s prior written consent, which consent will not be unreasonably
          withheld.
  7.4 Limitation
          on Liability. EXCEPT
          FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VII OR
          BREACH OF LICENSES GRANTED HEREUNDER, IN NO EVENT SHALL EITHER PARTY HAVE
          ANY
          LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL
          DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS
          OR
          SERVICES), REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT,
          TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER A
          PARTY HAS
          BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’
INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VII, XENOGEN’S AGGREGATE LIABILITY TO
          LICENSEE ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS
          PAID OR
          PAYABLE TO XENOGEN BY LICENSEE HEREUNDER.
  
 **ARTICLE
          VIII**
 **TERM
          AND TERMINATION**
  8.1 Term .
          This
          Agreement will commence on the Effective Date and, unless terminated earlier
          as
          provided in this Article VIII, will expire three (3) years after the System
          Installation Date (the “Term”), provided that Licensee shall have the right to
          terminate this agreement at the end of the first two years after the System
          Installation Date if License notifies Xenogen in writing at least thirty
          (30)
          days prior to the end of such two year period. No less than thirty (30)
          days
          prior to expiration of the Term, Licensee may renew this Agreement for
          an
          additional three (3) years upon written notice to Xenogen. The Technology
          License Fee amount stated in Section 3.5(b) shall continue to apply for
          such
          renewal period (except that the initial credits will not apply to such
          renewal).
  8.2 Termination
          for Cause .
          Either
          Party may terminate this Agreement in the event the other Party has materially
          breached or defaulted in the performance of any of its obligations hereunder,
          and such default has continued for thirty (30) days after written notice
          thereof
          was provided to the breaching Party by the nonbreaching Party. Termination
          shall
          become effective at the end of such thirty (30) day period unless the breaching
          Party has cured any such breach or default prior to the expiration of such
          period. Notwithstanding the above, in the case of a failure to pay any
          amount
          due hereunder the period for cure of any such default following notice
          thereof
          shall be ten (10) business days and, unless payment is made within such
          period,
          the termination shall become effective at the end of such ten (10) business
          day
          period.
  8.3 Effect
          of Termination .
  (a) Accrued
          Rights and Obligations .
          Termination of this Agreement for any reason shall not release any Party
          from
          any liability which, at the time of such termination, has already accrued
          to the
          other Party or which is attributable to a period prior to such termination
          nor
          preclude either Party from pursuing any rights and remedies it may have
          hereunder or at law or in equity with respect to any breach of this Agreement.
  (b) Return
          of Confidential Information and Software .
          Upon
          any termination or expiration of this Agreement, each of Licensee and Xenogen
          shall promptly return to the other Party all Confidential Information received
          from the other Party (except one copy which may be retained in a secure
          location
          solely for the purpose of determining the Receiving Party’s obligations under
          this Agreement with respect thereto). The Software shall be shipped to
          Xenogen’s
          facility at the address set forth in Section 9.5.
  (c) Licenses .
          The
          licenses granted hereunder shall terminate upon any expiration or termination
          of
          this Agreement (except the license in Section 5.2(a)).
  (d) Bioware/LPTA
          Destruction .
          Upon
          any termination or expiration of this Agreement, as well as upon termination
          or
          expiration of rights to LPTA Materials or Bioware Materials on a line-by-line
          basis, Licensee agrees to destroy all of such Bioware Materials and LPTA
          Materials, and to provide Xenogen with written certification of such destruction
          executed by an officer of Licensee.
  8.4 Survival .
          Sections 2.5,
          5.2(a), (b) and (c) (in accordance with their terms), 6.4,
          8.3,
          8.4, 9.1, 9.2, 9.5 and 9.10 and Articles I, IV (in accordance with its
          terms),
          VII of this Agre ement
          shall survive the expiration or termination of this Agreement for any
          reason.
  
 
 8.5 Bankruptcy .
          All
          rights to practice under the Xenogen Imaging Technology and to use, display
          and
          store Software granted to Licensee under this Agreement are deemed to be,
          for
          purposes of Section 365(n) of the U. S. Bankruptcy Code, licenses of rights
          to
          "intellectual property" as defined under the U. S. Bankruptcy Code. As
          a
          licensee of such rights, Licensee may retain and exercise all of its rights
          and
          elections under the U. S. Bankruptcy Code. In the event of a commencement
          of
          bankruptcy proceedings by or against Xenogen,  Licensee
          shall be entitled to continue to exercise the rights granted to it hereunder
          and ,
          if the
          proceedings are not terminated within 60 days after commencement, to
          access and obtain a copy of all embodiments of the intellectual property
          embodied in the Software, solely for purposes of Licensee's on-going exercise
          of
          its rights in the Field hereunder, and if not already in the possession
          of
          Licensee, the same shall be promptly delivered to Licensee (i) upon written
          request by Licensee, unless Xenogen elects to continue to perform all of
          its
          obligations under this Agreement, or (ii) if not delivered under (i) above,
          upon
          the rejection of this Agreement or any licenses to Software by or on behalf
          of
          Xenogen upon Licensee's written request. In any bankruptcy action by Xenogen,
          failure by Licensee to assert its rights to retain its benefits to the
          intellectual property encompassed by the Software, pursuant to Section
          365(n)(1)(B) of the Bankruptcy Code, under an executory contract rejected
          by the
          trustee in bankruptcy, shall not be construed as a termination of the Agreement
          by Licensee under Section 365(n)(1)(A) of the Bankruptcy Code.
  **ARTICLE
          IX**
 **GENERAL**
  9.1 Governing
          Law; Venue .
          This
          Agreement and any dispute arising from the performance or breach hereof
          shall be
          governed by and construed and enforced in accordance with the laws of the
          state
          of California, without reference to conflicts of laws principles. The exclusive
          venue of any dispute arising out of or in connection with the performance
          or
          breach of this Agreement shall be the California state courts located in
          Alameda
          County, California or the or U.S. district court for the Northern District
          of
          California, and the Parties hereby consent to the personal jurisdiction
          of such
          courts for the purposes of this Agreement and this Section 9.1.
  9.2 Assignment .
          Neither
          this Agreement nor any or all of the rights and obligations of either Party
          shall be assigned, delegated, sold, transferred or otherwise disposed of,
          by
          operation of law or otherwise, to any third party without the prior written
          consent of the other Party; provided, however, that either Party may assign
          the
          Agreement and its rights and obligations hereunder in connection with the
          transfer or sale of all or substantially all of its assets related to the
          division or the subject business in which the technologies herein licensed
          are
          used, or in the event of its merger or consolidation or change in control
          or
          similar transaction. Except as specifically permitted herein, any attempted
          transfer or assignment shall be void. This Agreement shall be binding upon
          and
          inure to the benefit of the Parties and their permitted successors and
          assigns.
  9.3 Waiver .
          No
          waiver of any rights, shall be effective unless consented to in writing
          by the
          Party to be charged and the waiver of any breach or default shall not constitute
          a waiver of any other right hereunder or any subsequent breach or
          default.
  9.4 Severability .
          In the
          event that any provisions of this Agreement are determined to be invalid
          or
          unenforceable by a court of competent jurisdiction, the remainder of the
          Agreement shall remain in full force and effect without said provision.
          In such
          event, the Parties shall in good faith negotiate a substitute clause for
          any
          provision declared invalid or unenforceable, which shall most nearly approximate
          the intent of the Parties in entering this Agreement.
  
 9.5 Notices .
          All
          notices, requests and other communications hereunder shall be in writing
          and
          shall be personally delivered or sent (i) by electronic facsimile transmission
          (with confirmation of delivery and written confirmation by first class
          mail),
          (ii) by nationally recognized overnight delivery service, or (iii) by registered
          or certified mail, return receipt requested, postage prepaid, in each case
          to
          the respective address specified below, or such other address as may be
          specified in written notice to the other Party:
  Licensee:
                    Gene
                        Logic Inc.
                      38
                        Sidney Street
                      Cambridge,
                        MA 02139
                      Atn:
                        Senior Vice PresidentWith
                        a copy to:
                    Gene
                        Logic Inc.
                      610
                        Professional DriveGaithersburg,
                        Md. 20879
                      Attn:
                        General CounselXenogen:
                    Xenogen
                        Corporation
                      860
                        Atlantic Avenue
                      Alameda,
                        CA 94501
                      Attn:
                        V.P., Commercial DevelopmentWith
                        a copy to:
                    Xenogen
                        Corporation
                      860
                        Atlantic Avenue
                      Alameda,
                        CA 94501
                      Attn:
                        Legal Department
   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.
  9.6 Independent
          Contractors .
          Both
          Parties are independent contractors under this Agreement. Nothing contained
          in
          this Agreement is intended nor is to be construed so as to constitute Xenogen
          or
          Licensee as partners or joint venturers with respect to this Agreement.
          Neither
          Party shall have any express or implied right or authority to assume or
          create
          any obligations on behalf of or in the name of the other Party or to bind
          the
          other Party to any other contract, agreement, or undertaking with any third
          party.
  9.7 Use
          of
          Name .
          Subject
          to Section 9.8, neither Party shall use the name, logos or trademarks of
          the
          other Party or its Affiliates without the prior written consent of such
          other
          Party. Further, Licensee shall not use Stanford’s name with respect to the
          technologies licensed hereunder without Stanford’s prior written consent.
  9.8 Publicity .
          The
          Parties agree that the public announcement of the execution of this Agreement
          and all subsequent announcements relating to this Agreement shall be in
          the form
          of a press release and that the Parties will confer on such press release,
          to
          review and comment and incorporate the other Party's reasonable comments
          and
          suggestions prior to issuance of such press release. Thereafter and
          notwithstanding the foregoing, each Party shall be entitled to make or
          publish
          any public statement that is consistent with, and of no greater scope or
          additional information regarding the other Party than the contents thereof
          without the need for further approval by the other Party. Licensee agrees
          that
          Xenogen may include Licensee on any list of customers of Xenogen Imaging
          Technology and Xenogen agrees that Licensee may include Xenogen and its
          technologies in any description of technologies available for use by Licensee
          in
          the Field. Nothing in this Agreement shall prohibit a Party from making
          any
          disclosure required by law or regulation, including without limitation,
          filings
          required to be made by law with the Securities and Exchange Commission,
          the New
          York Stock Exchange, NASDAQ or any other similar stock exchange.
  
 9.9 Force
          Majeure .
          Failure
          of any Party to perform its obligations under this Agreement (except the
          obligation to make payments when properly due) shall not subject such Party
          to
          any liability or place them in breach of any term or condition of this
          Agreement
          to the other Party if such failure is due to any cause beyond the reasonable
          control of such non-performing Party ("force majeure"), unless conclusive
          evidence to the contrary is provided. Causes of non-performance constituting
          force majeure shall include, without limitation, acts of God, fire, explosion,
          flood, drought, war, riot, sabotage, acts of terrorism, embargo, strikes
          or
          other labor trouble, failure in whole or in part of suppliers to deliver
          on
          schedule materials, equipment or machinery, interruption of or delay in
          transportation, a national health emergency or compliance with any order
          or
          regulation of any government entity acting with color of right. The Party
          affected shall promptly notify the other Party of the condition constituting
          force majeure as defined herein and shall exert reasonable efforts to eliminate,
          cure and overcome any such causes and to resume performance of its obligations
          with all possible speed; provided that nothing herein shall obligate a
          Party to
          settle on terms unsatisfactory to such Party any strike, lockout or other
          labor
          difficulty, any investigation or other proceeding by any public authority
          or any
          litigation by any third party. If a condition constituting force majeure
          as
          defined herein exists for more than ninety (90) consecutive days, the Parties
          shall meet to negotiate a mutually satisfactory resolution to the problem,
          if
          practicable.
  9.10 Entire
          Agreement; Amendment .
          This
          Agreement, together with its Exhibits, constitutes the entire and exclusive
          Agreement between the Parties with respect to the subject matter hereof
          and
          supersedes and cancels all previous discussions, agreements, commitments
          and
          writings in respect thereof. No amendment or addition to this Agreement
          shall be
          effective unless reduced to writing and executed by the authorized
          representatives of the Parties.
  9.11 Headings .
          The
          captions to the several Sections and Articles hereof are not a part of
          this
          Agreement, but are included merely for convenience of reference only and
          shall
          not affect its meaning or interpretation.
  9.12 Counterparts .
          This
          Agreement may be executed in two counterparts, each of which shall be deemed
          an
          original and which together shall constitute one instrument.
  **IN
          WITNESS WHEREOF** ,
          the
          Parties hereby execute this Agreement by their respective duly authorized
          representatives.
  XENOGEN
                        CORP.
                    GENE
                        LOGIC INC.Signature
                    SignatureName
                        (please print)
                    Name
                        (please print)Title
                    TitleDate
                    Date