Exhibit 10.2


 


[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 genetic markers and their use in diabetes-related
pathologies or metabolic syndrome, 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 diabetes-related pathologies or
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 4.2 hereof shall be [Confidential
Treatment Requested].


 


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


 


2

















 


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 an issued, unexpired claim of a patent within Licensed Patents which has
not been held invalid or otherwise unenforceable by a court from which no
appeal has or can be taken.


 


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 


 


3

















 


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 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 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].


 


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


 


4.3           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.


 


4.4           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 


 


4

















 


due hereunder.  A final report
will be sent to deCODE within sixty (60) days after termination or expiration
of this Agreement.


 


4.5           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 permit such accountant to report to deCODE only the
accuracy or inaccuracy of the reports rendered pursuant to Section 4.4
hereof.  Such inspections will be at
deCODE’s expense unless the designated accountant identifies underpayment of
royalties due by [Confidential Treatment Requested].


 


4.6           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.


 


4.7           In the event any
payment due hereunder is not made when due, the payment will


 


5

















 


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%).


 


4.8           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 4.7 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.


 


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 XI, Article XII, and Sections 3.4, 4.4, 4.5,
and 8.1 will survive termination of this Agreement to the extent necessary to
effect the purposes


 


6

















 


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.


 


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 by
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


 


7

















 


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 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 and Information Exchange


 


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


 


8

















 


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 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


 


9
















 


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.


 


8.4           Each party will disclose to the other party its results
relating to the clinical utility of any genetic marker covered by Licensed
Patents in the Licensed Field by providing a copy of any manuscript describing
such results promptly after its submission for publication. The receiving party
will treat such disclosure as confidential information of the disclosing party,
and will not disclose it to any third party prior to its publication.


 


Article IX – Patent Prosecution and Enforcement


 


9.1         deCODE will
promptly and vigorously file, prosecute and maintain the Licensed Patents at
deCODE’s sole expense.


 


9.2         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.


 


9.3           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)


 


10

















 


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
Celera may suspend payment of royalties pursuant to Section 4.2 and any
milestone payment that has not yet become due pursuant to Section 4.1, in
each case with
respect to each patent in each country that is the subject of such claimed
infringement, until deCODE either
files suit against such third party or otherwise causes abatement of such
infringement.


 


Article X – Assignment


 


10.1         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.


 


10.2         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 Celera.


 


10.3         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


 


11

















 


within thirty (30) days after such assignment or title transfer.


 


Article XI – Alternative Dispute Resolution


 


11.1         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 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 XII - Miscellaneous


 


12.1         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.


 


12.2         Nothing herein will
be deemed to create an agency, joint venture or partnership


 


12

















 


relation between the parties hereto.


 


12.3         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.


 


12.4         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.


 


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


 


12.6         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.


 


12.7         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.


 


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


 


12.9         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


 


13

















 


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.


 


12.10       (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

  
	
   

  	
  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 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 12.10 (a).


 


12.11       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.


 


14

















 


	
   

  	
  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

  



 


15

















 


ATTACHMENT A


 


[Confidential Treatment
Requested]


 


16





















 


ATTACHMENT
B


 


Draft Press Release


 


17