Exhibit 10.1


 


[NOTE: CERTAIN PORTIONS OF THIS
DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]


 


LICENSE AGREEMENT


 


In this License Agreement (“Agreement”), deCODE genetics, Inc., a
Delaware corporation, having a place of business at Sturlugata 8, IS-101 Reykjavik, Iceland and its wholly-owned
subsidiary, deCODE genetics, ehf, an Icelandic private limited company
(collectively, hereinafter “deCODE”), and Celera Corporation, a Delaware
corporation, having a place of business at 1401 Harbor Bay Parkway, Alameda, CA
94502 (hereinafter “Celera”), agree as follows:


 


Article I - Background


 


1.1           deCODE owns Licensed
Patents (defined in Section 2.3 below).


 


1.2           Celera desires a
license under Licensed Patents in accordance with the terms of this Agreement,
and deCODE is willing to grant such license.


 


Article II - Definitions


 


2.1           “Affiliate” means (a) a
corporation, firm or association which, or an individual who, owns a fifty
percent (50%) or more interest in a party hereto by stock ownership or
otherwise, (b) a corporation, firm or association in which a party hereto
owns a fifty percent (50%) or more interest by stock ownership or otherwise, or
(c) a corporation, firm or association in which a fifty percent (50%) or
more interest by stock ownership or otherwise is owned by a corporation, firm
or association which, or an individual who, also owns a fifty percent (50%) or
more interest in a party hereto by stock ownership or otherwise.


 


2.2           “Effective Date”
means the date of signature of the last of the parties to sign this Agreement.


 


2.3           “Licensed Patents”
means the patent applications listed in Attachment A hereto, any continuation,
continuation-in-part or division thereof, any patent application anywhere in
the


 

















 


world that at any time relies for priority on or that contains
identical disclosure as any patent application listed in Attachment A, all
patents directly or indirectly issuing from any of the foregoing applications,
and all reissues, reexaminations, renewal or extensions of the foregoing
patents. Licensed Patents further include all pending and future patent
applications anywhere in the world that disclose correlating genetic markers [Confidential Treatment Requested] and that are at any time
owned or controlled by deCODE.


 


2.4                                 “Licensed
Product” means a product the manufacture, use, sale, offer to sell or importation
of which would, but for the license granted hereunder, infringe one or more
Valid Claims in Licensed Patents. Licensed Product includes, but is not limited
to, individual reagents, reagent sets that may be used in combination, and
kits.


 


2.5                                 “Licensed Field”
means the diagnosis, risk assessment, treatment response or any other medical
management of a human being relating to cardiovascular and vascular diseases,
including, but not limited to, coronary heart disease, coronary artery disease,
myocardial infarction, abdominal aortic aneurysm, intracranial aneurysm,
cardiac arrhythmia, atrial fibrillation, stroke, diabetes and metabolic
syndrome. Licensed Field includes any and all internal research and development
activities as well as clinical trials.


 


2.6                                 “Licensed
Territory” means the world.


 


2.7                                 “Net Sales”
means all amounts received by Celera from the sale of a Licensed Product to any
purchaser, less (i) cash, trade or quantity discounts; (ii) sales, use,
tariff, import, export, value-added, and excise taxes (but not income taxes
derived from such sales); (iii) packing, freight, transportation, and
insurance charges; and (iv) allowances or credits to customers because of
rejections or returns.


 


If
a Licensed Product as sold is part of a combination product that also detects
one or more genetic markers that are not claimed by a Valid Claim of Licensed
Patents, the Net Sales of such Licensed Product for purposes of calculating
royalties pursuant to Section 4.3 hereof shall be [Confidential
Treatment Requested].


 


2

















 


In
the event that a Licensed Product is sold pursuant to a “reagent/rental”
program or comparable sale or lease program, that portion of the invoiced price
of such Licensed Product reasonably allocable to recovery of the cost of the
instrumentation will also be deducted in determining Net Sales of such Licensed
Product.


 


In the event that Celera transfers a Licensed Product
to an Affiliate to perform clinical laboratory testing services, Net Sales: (1) will
be based on the Average Sales Price, and (2) will not be based on the
amounts received by such Affiliate for the performance of any clinical
laboratory testing service using such Licensed Product. In such case, such
Licensed Product will be considered sold for purposes of calculating Net Sales
when the Licensed Product is shipped by Celera to such Affiliate. The “Average
Sales Price” for any Licensed Product will be calculated as follows:  [Confidential Treatment Requested].


 


2.8                                 “Valid Claim” means (i) an issued,
unexpired claim of a patent within the Licensed Patents which has not been held
invalid or otherwise unenforceable by a court from which no appeal has or can
be taken; and (ii) a claim in a pending patent application within the Licensed
Patents, provided such claim or other claim of substantially the same scope has
not been pending in any patent application for longer than five (5) years.


 


3

















 


Article III - License Grant


 


3.1           deCODE hereby grants
to Celera and its Affiliates a nonexclusive, royalty-bearing license under the
Licensed Patents to make, have made, use, sell, have sold, offer for sale and
import Licensed Products in the Licensed Field and in the Licensed Territory
for the term of this Agreement. Celera will have no right to sublicense its
rights granted hereunder beyond those rights granted to purchasers by virtue of
the sale of Licensed Products pursuant to this Agreement. deCODE retains all
exclusive rights to use the Licensed Patents [Confidential
Treatment Requested]. Notwithstanding deCODE’s exclusive rights in
the foregoing sentence, Celera may use the Licensed Patents in connection with [Confidential Treatment Requested].


 


3.2           Celera may sell
Licensed Products to a distributor for resale, and to an Affiliate for use in
rendering clinical laboratory testing services.


 


3.3           deCODE hereby
covenants not to assert or assist others in asserting any patent at any time
owned or controlled by deCODE against Celera, its Affiliates, its distributors
or its customers for any activity licensed under this Agreement, provided that
Celera pays all royalties when due and is otherwise not in default under this
Agreement.


 


3.4           All rights and
licenses granted under this Agreement by deCODE to Celera and its Affiliates
are, and will otherwise be deemed to be, for purposes of Section 365(n) of
Title XI of the United States Code (the “Bankruptcy Code”), licenses of rights
to “intellectual property” as defined under Section 101(35A) of the
Bankruptcy Code.  The parties further
agree that in the event of the commencement of a bankruptcy proceeding by or
against deCODE under the Bankruptcy Code, Celera, to the extent permitted under
applicable laws and subject to Section 8.1, will be entitled to complete
access, solely for use in connection with the licenses granted hereunder, to
any such intellectual property pertaining to the rights granted in the licenses
hereunder of deCODE and all embodiments of such intellectual property.  deCODE covenants not


 


4

















 


to commence any proceeding in or for bankruptcy, insolvency,
dissolution or winding up of deCODE or any of its Affiliates outside of the
United States.


 


Article IV - Consideration


 


4.1           Celera will pay to deCODE within
seven (7) calendar days after the Effective Date an upfront license fee of
Ten Million U.S. Dollars ($10,000,000).


 


4.2           Celera will pay to deCODE a one-time
payment of [Confidential Treatment Requested]
after the first achievement of [Confidential Treatment
Requested].  In addition,
Celera will pay to deCODE another one-time payment of [Confidential
Treatment Requested] after the first achievement of [Confidential Treatment Requested].


 


4.3           Celera will pay to
deCODE a royalty of [Confidential Treatment
Requested] of the Net Sales of each Licensed Product sold.


 


4.4           If, in the exercise of good faith and
reasonable commercial judgment, Celera decides to take a license in any country
under any third party patent in order to permit Celera to manufacture, use,
sell, offer to sell or import Licensed Products in that country, then Celera
may deduct the royalty payments required to be paid by Celera under such third
party license in such country against the royalty payment otherwise owed to
deCODE on Net Sales of Licensed Products in such country, provided that in no
event will the deducted amounts exceed [Confidential Treatment
Requested] of the royalty payment otherwise owed to deCODE
hereunder.


 


4.5           Within sixty
(60) days after the end of each calendar quarter, Celera will send to deCODE a
written report setting forth the Net Sales and quantity of each Licensed
Product sold during the preceding quarter. 
Each such report will be accompanied by payment of the royalties due
hereunder.  A final report will be sent
to deCODE within sixty (60) days after termination or expiration of this
Agreement.


 


5

















 


4.6           Celera will book all
sales in the Licensed Territory. Celera will keep good and accurate books of
account for three (3) years following the end of each calendar year in
which royalties are payable to permit determination of the royalties due
hereunder, and will make such books of account available for inspection by an
independent accountant designated by deCODE and reasonably acceptable to
Celera.  Such inspections will be no more
frequent than once each calendar year during the term hereof and once within
six (6) months after termination of this Agreement.  A period which has been inspected once may
not be inspected again. deCODE will require the designated accountant to retain
in confidence the information in the books of account and will permit such
accountant to report to deCODE only the accuracy or inaccuracy of the reports
rendered pursuant to Section 4.5 hereof. 
Such inspections will be at deCODE’s expense unless the designated
accountant identifies underpayment of royalties due by [Confidential
Treatment Requested].


 


4.7           All amounts payable
under this Agreement will be in U.S. dollars. 
Where the sales occurred in another currency, Celera will convert to
U.S. dollars using the buy rate as disclosed in the Wall Street
Journal (Eastern U.S. Edition) for the last business day of the
applicable calendar quarter.


 


4.8           In the event any
payment due hereunder is not made when due, the payment will accrue interest
beginning the fifteenth (15th) day following the due date thereof calculated at the prime rate
reported in the Wall Street Journal (Eastern U.S.
Edition) for the last business day of the applicable calendar quarter, plus one
percent (1%).


 


4.9           In the event any
overpayment by Celera of royalties is discovered, deCODE will promptly refund
the overpayment plus interest at the rate provided in Section 4.8 from the
date of overpayment or, at deCODE’s election, Celera may deduct the overpayment
plus interest amount from future payments owed under this Agreement.


 


6

















 


Article V - Term and Termination


 


5.1           This Agreement
including all licenses granted hereunder will be effective on the Effective
Date and will expire on expiration of the last Licensed Patent to expire unless
earlier terminated pursuant to the terms hereof.


 


5.2           Celera may terminate
this Agreement for any reason at any time upon providing deCODE ninety (90)
days written notice.


 


5.3           This Agreement may
be terminated by either party for a material breach by the other party of the
provisions hereof.  Such termination will
be effective sixty (60) days after written notice to the other party of the material
breach if the material breach has not been remedied.


 


5.4           In the event of
termination of this Agreement, Celera will have the right to complete all
contracts for the sale of Licensed Products under which Celera, its Affiliates
or its distributors are obligated on the date of termination provided Celera
pays royalties on such sales as required in Article IV hereof and provided
all such sales are completed within nine (9) months after the date of
termination.


 


5.5           The rights and
obligations of Article 8, Article 12, Article 13, Section 3.4,
Section 4.5, and Section 4.6 will survive termination of this
Agreement to the extent necessary to effect the purposes thereof.


 


5.6           The right of either
party to terminate under the provisions of this Article will not be an
exclusive remedy, and either party will be entitled, if the circumstances
warrant, alternatively or cumulatively, to damages for breach of this
Agreement, to an order requiring performance of the obligations of this
Agreement, or to any other legally available remedy.


 


7

















 


Article VI – Warranty and Indemnity


 


6.1                                 deCODE
represents and warrants that it is the sole and exclusive owner of the Licensed
Patents, that it has the right to grant the license to Celera and its
Affiliates under this Agreement, and it is not a party to any existing
assignments, grants, licenses, encumbrances, obligations or agreements, written
or oral, inconsistent with this Agreement, and that no Licensed Patent has been
mortgaged, pledged, assigned for security purposes, encumbered or otherwise
conveyed as collateral to secure any obligation.


 


6.2                                 Nothing in this
Agreement will be construed as:


 


(a)           a warranty or
representation by either party as to the validity, enforceability or scope of
any Licensed Patent; or


 


(b)           a warranty or
representation by either party that anything made, used, sold, or otherwise
disposed of pursuant to this Agreement is or will be free from infringement of
patents or other intangible rights of third parties; or


 


(c)           an obligation of
either party to furnish any manufacturing or technical information except as
specifically provided herein; or


 


(d)           granting by
implication, estoppel, or otherwise, any license or rights under patents, trade
secrets, knowhow, copyrights, or other intangible rights of deCODE other than
the Licensed Patents.


 


6.3                                 deCODE makes no
representations, extends no warranties of any kind, either express or implied,
and assumes no responsibilities whatever with respect to manufacture, use, sale
or other disposition by Celera, its Affiliates or its distributors or its
customers or transferees or their customers of products or methods
incorporating or made by use of Licensed Patents licensed under this Agreement.


 


6.4                                 CELERA HEREBY
WAIVES, RELEASES AND RENOUNCES ANY AND ALL WARRANTIES, GUARANTEES, OBLIGATIONS,
LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, WITH RESPECT TO THE


 


8

















 


USEFULNESS OR FREEDOM FROM DEFECTS OF THE LICENSED PATENTS, INCLUDING,
BUT NOT LIMITED TO, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS, (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE IN THE TRADE, and (c) ANY OBLIGATION, RIGHT,
LIABILITY, CLAIM OR REMEDY FOR (1) LOSS OF USE, REVENUE OR PROFIT, OR ANY
OTHER DAMAGES, (2) INFRINGEMENT OF THIRD PARTY INTANGIBLE PROPERTY RIGHTS,
and (3) INCIDENTAL OR CONSEQUENTIAL DAMAGES.


 


Article VII - Patent Marking


 


7.1           Celera will mark
each Licensed Product, either on a product insert or other materials
accompanying such Licensed Product or the Licensed Product itself, with the
appropriate numbers of issued patents within the Licensed Patents.


 


Article VIII – Confidentiality


 


8.1           Each party will hold in strict confidence and will not
disclose to any third party (other than their directors, employees, legal
counsel, consultants, accountants, auditors and advisors who have a need to
know) the existence or terms and conditions of this Agreement and confidential
information accessed under Section 3.4. 
Notwithstanding the foregoing, each party may disclose the existence and
unredacted terms and conditions of this Agreement and such confidential
information to the extent (and only to the extent) such disclosure is
reasonably necessary in the following instances:  (i) by such party in order to comply
with applicable non-patent law (including any securities law or regulation or
the rules of a securities exchange) or with judicial process, if in the
reasonable opinion of such party’s counsel, such disclosure is necessary for
such compliance, provided that such party shall notify the other party of such
party’s intent to make any such disclosure sufficiently prior to making such
disclosure so as to allow such other


 


9

















 


party adequate time to review and comment on
such disclosure and further to take whatever action it may deem appropriate to
protect the confidentiality of the information to be disclosed; (ii) by
such party to a bona fide
potential and actual permitted assignee in connection with a proposed permitted
assignment of this Agreement under Section 11.1 or to investment bankers,
investors and lenders, and in each such case their directors, employees, legal
counsel, consultants, accountants, auditors and advisors, provided such
assignee must be bound prior to disclosure by confidentiality and
non-disclosure restrictions at least as restrictive as those set forth herein,
and such investment bankers, investors and lenders must be bound prior to
disclosure by commercially reasonable obligations of confidentiality; or (iii) by
such party in order to enforce and exploit its rights or perform its
obligations under this Agreement.


 


8.2           The parties agree that the public announcement of the
execution of this Agreement will be in the form of a press release to be agreed
upon and attached hereto as Attachment B, and thereafter each party will be
entitled to make or publish any public statement consistent with the contents
thereof.  Thereafter, the parties shall
jointly discuss and agree, based on the principles of this Section 8.2, on
any statement to the public regarding this Agreement or any aspect of this
Agreement subject in each case to disclosure required by law as determined in
good faith by each party.


 


8.3           If a party determines that it is required by applicable
law to publicly file, register or notify this Agreement with a governmental
authority, including public filings pursuant to securities laws, it will
provide the proposed redacted form of the Agreement to the other party with a
reasonable amount of time for the other party to review such draft and agree
upon such redacted form of the Agreement. The party making such filing,
registration or notification will request, and use commercially reasonable
efforts to obtain, confidential treatment of all terms redacted from this
Agreement for a term of at least five years. Each party will be responsible for
its own legal and other external costs in connection with any such filing,
registration or notification.


 


10
















 


Article IX – [Confidential
Treatment Requested]


 


Article X – Patent Prosecution and Enforcement


 


10.1         deCODE will promptly and vigorously file,
prosecute and maintain the Licensed Patents at deCODE’s sole expense.  deCODE will provide Celera with all substantive
correspondence with each patent office and all patent filings relating to
Licensed Patents. deCODE will notify Celera if deCODE does not intend to file,
prosecute or maintain any Licensed Patent at least thirty (30) days prior to
any relevant deadline for filing or other action that would result in a loss of
patent rights (a “Deadline”), and provide to Celera all information
reasonably related to


 


11

















 


such patent or patent application. If
Celera receives such notice or if deCODE fails to take any action reasonably
required with respect to the filing, prosecution and maintenance of any
Licensed Patent at least thirty (30) days prior to any Deadline, then Celera
will have the right to file, prosecute and maintain the relevant Licensed
Patent in the name, and on behalf, of deCODE.  
In furtherance of the rights conferred by this Section 10.1, deCODE
hereby delivers to Celera concurrently with the execution of this Agreement an
irrevocable power of attorney in the form attached hereto as Attachment C,
which will be exercisable to effectuate Celera’s rights under this Agreement.
If Celera exercises its rights to file, prosecute and maintain the Licensed
Patents under this Section 10.1, deCODE agrees to cooperate fully in the
preparation, filing, and prosecution of any patent and patent applications in
the Licensed Patents. Such cooperation includes, but is not limited to: (a) executing
all papers and instruments, or requiring its employees or agents to execute
such papers and instruments, so as to enable Celera to apply for and to
prosecute patent applications in any country; and (b) promptly informing
Celera of any matters coming to deCODE’s attention that may affect the
preparation, filing, prosecution or maintenance of any such patent or patent
applications.


 


10.2       Celera will advise deCODE promptly upon becoming aware of any
infringement or suspected infringement of Licensed Patents by a third party in
the Licensed Field.  In the event of
suspected infringement of any of Licensed Patents by a third party in the
Licensed Field, deCODE will promptly, within its reasonable business judgment,
take all actions reasonably required to restrain such infringement.  deCODE may investigate, institute and
prosecute reasonable legal proceedings or negotiations at its own expense and
has the right to retain all damages and proceeds recovered through its efforts,
in settlement or through a judgment, in all such proceedings or negotiations.
Celera will continue to make all payments due to deCODE pursuant to this
Agreement so long as deCODE is reasonably enforcing its legal rights with
respect to any such infringer.


 


10.3         If deCODE has not initiated an action
for infringement against a third party identified in writing by Celera or
otherwise abated the identified infringement within ninety (90)


 


12

















 


days
after such notice, and if such alleged infringement is in competition with
sales of Licensed Products by Celera or its Affiliates or distributors, then (i) Celera will have the right to file and
control suit against such infringer, in the name of deCODE and at Celera’s
expense and for Celera’s benefit, (ii) deCODE will consent to be a party
and to cooperate with Celera in any such suit brought by Celera pursuant to
this Section 10.3 (provided, however, that Celera shall not enter into any
settlement that deprives deCODE of any rights or imposes on deCODE any
obligations without deCODE’s prior written consent), and (iii) Celera will
be permanently relieved of the payment of royalties that might accrue pursuant
to Section 4.3, and of milestone payments that might otherwise become
payable, during pendency of any such suit with respect to each patent in each
country that is the subject of such suit.


 


Article XI – Assignment


 


11.1         Neither this
Agreement, nor any rights or obligations hereunder, may be assigned, pledged or
encumbered by Celera without the express prior written consent of deCODE, such
consent not to be unreasonably withheld, conditioned or delayed, provided however, that Celera may assign this Agreement or
any of its rights or obligations hereunder to any Affiliate or to a third party
with which it may merge or consolidate, or to which it may transfer all or
substantially all of its assets or business to which this Agreement relates,
without obtaining the consent of deCODE, as long as such third party agrees in
writing to be bound by the terms and conditions of this Agreement for the
benefit of deCODE.


 


11.2         deCODE may not assign,
pledge, encumber or delegate its rights or obligations under this Agreement
without obtaining the prior consent of Celera, provided
however, that deCODE may assign this Agreement or any of its rights
or obligations hereunder to any United States Affiliate or to a third party
domiciled in the United States with which it may merge or consolidate, or to
which it may transfer all or substantially all of its assets or business to
which this Agreement relates, without obtaining the consent of Celera, as long
as such Affiliate or third party agrees in writing to be bound by the terms and
conditions of this Agreement for the benefit of


 


13

















 


Celera.


 


11.3         deCODE will not
assign or otherwise transfer title to any Licensed Patent to any third party
without first obtaining written agreement from such third party to the terms
and conditions of this Agreement that apply to deCODE.  In the event of any such assignment or title
transfer, deCODE will deliver to Celera the original of such written agreement
by the third party within thirty (30) days after such assignment or title
transfer.


 


Article XII – Alternative Dispute Resolution


 


12.1         Any controversy or dispute arising out
of or in connection with interpretation, performance, breach or termination of
this Agreement, but excluding validity or enforceability of Licensed Patents,
that the parties are unable to resolve within a ninety (90) days after written
notice by one party to the other of the existence of such controversy or
dispute, will be submitted to arbitration. The dispute or controversy will be
finally settled by arbitration in accordance with the Commercial Rules of
the American Arbitration Association (AAA), as modified in this Article. Such
arbitration will take place in English in Wilmington, Delaware U.S.A. before a
single arbitrator selected by the parties from an appropriate list maintained
by the AAA, or if the parties cannot agree, appointed by the AAA. The
arbitrator will apply the laws of the State of Delaware and the United States,
and will render a written decision with the reasons therefor within three (3) months
after the date the matter is submitted to arbitration. The decision of the
arbitrator will be binding and conclusive on the parties, and they will comply
with such decision in good faith. Each party hereby submits itself to the
jurisdiction of the courts of the State of Delaware, but only for the entry of
judgment with respect to the decision of the arbitrator hereunder, including
injunctive relief if appropriate to render effective the arbitrator’s decision.
Notwithstanding the foregoing, judgment on the award by the arbitrator may be
entered in any court of the State of Delaware or any court having jurisdiction.
If judicial enforcement or review of the arbitrator’s


 


14

















 


decision is sought, the prevailing party
will be entitled to its costs and reasonable attorneys’ fees in addition to any
amount of recovery ordered by the court.


 


Article XIII - Miscellaneous


 


13.1         A waiver of any
breach of any provision of this Agreement will not be construed as a continuing
waiver of other breaches of the same or other provisions of this Agreement.


 


13.2         Nothing herein will
be deemed to create an agency, joint venture or partnership relation between
the parties hereto.


 


13.3         This Agreement
constitutes the entire agreement and understanding of the parties with regard
to the subject matter hereof and merges and supersedes all prior discussions,
negotiations, understandings and agreements between the parties concerning the
subject matter hereof.  Neither party
will be bound by any definition, condition, warranty, right, duty or covenant
other than as expressly stated in this Agreement or as subsequently set forth
in a written document signed by both parties. 
Each party expressly waives any implied right or obligation regarding
the subject matter hereof.


 


13.4         This Agreement
will be interpreted and construed, and the legal relations created herein will
be determined, in accordance with the laws of the State of Delaware (excluding
conflicts of laws) and the United States.


 


13.5         This Agreement may be
amended only by a written document signed by authorized representatives of both
parties.


 


13.6         Each party hereto
agrees to execute, acknowledge and deliver all such further instruments, and to
do all such further acts, as may be necessary or appropriate to carry out the
intent and purposes of this Agreement.


 


13.7         The headings
contained in this Agreement are for reference purposes only and will not affect
in any way the meaning or interpretation of this Agreement.


 


13.8         Should any part or
provision of this Agreement be held unenforceable or in conflict


 


15

















 


with the law of any jurisdiction, the validity of the remaining parts
or provisions will not be affected by such holding.  In the event a part or provision of this
Agreement held unenforceable or in conflict with law affects consideration to
either party, the parties agree to negotiate in good faith amendment of such
part or provision in a manner consistent with the intention of the parties as
expressed in this Agreement.


 


13.9         Neither party will be
responsible or liable to the other party for nonperformance or delay in
performance of any terms or conditions of this Agreement due to acts or
occurrences beyond the control of the nonperforming or delayed party, including
but not limited to, acts of God, acts of government, wars, riots, strikes or
other labor disputes, shortages of labor or materials, fires and floods,
provided the nonperforming or delayed party provides to the other party written
notice of the existence and the reason for such nonperformance or delay.


 


13.10       (a)           Any and all notices or other
communications required or permitted by this Agreement or by law to be served
on or given to either party hereto by the other party will be in writing and
delivered or sent to:


 


	
  deCODE:

  	
  Chief
  Executive Officer

  
	
   

  	
  deCODE
  genetics, Inc.

  
	
   

  	
  Sturlugata 8

  
	
   

  	
  IS-101 Reykjavik, Iceland

  
	
   

  	
   

  
	
   

  	
  With
  a copy to: General Counsel

  
	
   

  	
   

  
	
  Celera:

  	
  Chief
  Business Officer

  
	
   

  	
  Celera
  Corporation

  
	
   

  	
  1401
  Harbor Bay Parkway

  
	
   

  	
  Alameda,
  CA 94502

  
	
   

  	
   

  
	
   

  	
  With
  a copy to: Legal Department

  



 


Each party may change its address for purposes of this Agreement by
written notice to the other party.


 


(b)        All notices or other
communications will be deemed duly served and given on the date when personally
delivered to the party to whom it is directed, when transmitted


 


16

















 


electronically by facsimile, or when deposited in the United States
mail, first class, postage prepaid, and addressed to the party at the address
in Section 13.10 (a).


 


13.11       This Agreement will be
executed by each party in duplicate originals, each of which will be deemed an
original, but both originals together will constitute only one and the same
instrument.


 


IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate on the signature page hereof.


 


	
   

  	
  deCODE
  genetics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KÁRI STEFÁNSSON

  
	
   

  	
  Name:

  	
  Kári
  Stefánsson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Date:

  	
  April 17,
  2009

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  deCODE
  genetics, ehf

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KÁRI STEFÁNSSON

  
	
   

  	
  Name:

  	
  Kári
  Stefánsson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Date:

  	
  April 17,
  2009

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Celera
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KATHY ORDOÑEZ

  
	
   

  	
  Name:

  	
  Kathy
  Ordoñez

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Date:

  	
  April
  22, 2009

  



 


17

















 


ATTACHMENT A


 


[Confidential Treatment
Requested]


 


18





















 


ATTACHMENT B


 


Draft Press Release


 


19

















 


ATTACHMENT C


 


Irrevocable Power of Attorney


 


20

















 


IRREVOCABLE POWER OF ATTORNEY


 


Each
of deCODE genetics, Inc., a Delaware corporation, having a place of
business at Sturlugata 8, IS-101
Reykjavik, Iceland and its wholly-owned subsidiary, deCODE genetics,
ehf, an Icelandic private limited company (collectively, hereinafter “deCODE”),
hereby irrevocably appoints Celera Corporation (“Celera”) as attorney(s) or
agent(s) to represent the undersigned before the United States Patent and
Trademark Office and comparable offices in other jurisdictions in connection
with the patent applications listed in Attachment A hereto, any continuation,
continuation-in-part or division thereof, any patent application anywhere in
the world that at any time relies for priority on or that contains identical
disclosure as any patent application listed in Attachment A hereto, all patents
directly or indirectly issuing from any of the foregoing applications, and all
reissues, reexaminations, renewal or extensions of the foregoing patents.


 


This
Irrevocable Power of Attorney (this “Power of Attorney”) is granted pursuant to
Section 10.1 of the License Agreement dated as of April   ,
2009 by and among deCODE and Celera (the “License Agreement”).


 


Dated:  April    ,
2009


 


	
   

  	
  deCODE
  genetics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kári
  Stefánsson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Date:

  	
  April 17,
  2009

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  deCODE
  genetics, ehf

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kári
  Stefánsson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Date:

  	
  April 17,
  2009

  



 


21