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                                                              EXHIBIT 10.28A


                                  CONFIDENTIAL

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                         PURCHASE AND LICENSE AGREEMENT

This PURCHASE AND LICENSE AGREEMENT (the "Agreement") effective as of the last
date of execution below (the "Effective Date") is made by and between Specialty
Laboratories (hereinafter referred to as "SPECIALTY"), a California corporation
having its principal place of business at 2211 Michigan Avenue, Santa Monica,
California 90404 and Sequenom, Inc., a Delaware corporation having its principal
place of business at 11555 Sorrento Valley Road, San Diego, California 92121
(hereinafter referred to as "SEQUENOM").

                                    RECITALS


WHEREAS, SEQUENOM has expertise in the development and utilization of mass
spectrometry for biopolymer analysis, and expertise in biopolymer assay design
(MassARRAY(TM) Assays), and more specifically, has developed SEQUENOM's
proprietary MassARRAY(TM) technology for high-throughput DNA analysis
(hereinafter "MassARRAY");

WHEREAS, SPECIALTY desires to purchase certain MassARRAY Products (as
hereinafter defined) from SEQUENOM to be used for SPECIALTY'S Internal Research
Purposes (as hereinafter defined), and Commercial Diagnostics Services (as
hereinafter defined) and also desires that SEQUENOM design MassARRAY Assays (as
hereinafter defined) for SPECIALTY, for these Purposes and Services;

WHEREAS, SEQUENOM is willing to supply MassARRAY Products and to design
MassARRAY Assays for SPECIALTY in accordance with the terms and conditions set
forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, SPECIALTY and SEQUENOM (each a "party" and collectively the "parties")
agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

1.1     "Affiliate" shall mean with respect to either party, a person or entity,
        including without limiting the generality of the foregoing,
        organizations, corporations, partnerships and joint ventures, that
        directly or indirectly through one or more intermediaries, controls, is
        controlled by or is under common control with such person or entity.
        "Control" (and, with correlative meanings, the term "controlled by" and
        "under common control with") means the possession of the power to direct
        or cause the direction of the management and policies of such person or
        entity, whether through the ownership of voting stock, by contract or
        otherwise. In the case of a corporation, "control" shall mean, among
        other things, the direct or indirect ownership of fifty percent (50%) or
        more of its outstanding voting stock.

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1.2     "Commercial Diagnostics Services" shall mean developing, validating and
        performing in-house genotyping services in conjunction with a clinical
        diagnostic test to detect known disease mutations or known prognostic
        polymorphisms for Specialty customers.

1.3     "Element" shall mean the SpectroCHIP(TM) technology, and the Reaction
        Components B, as set forth in Appendix B, required for the MassARRAY
        System to produce a mass spectrum from the reaction products located at
        a single defined area (a.k.a. "Position") located on the SpectroCHIP,
        [***]* By way of example, for the 96-D SpectroCHIP, each SpectroCHIP
        contains ninety six (96) Positions, so that for the MassARRAY System
        processing a SpectroCHIP that has a biopolymer sample [***]*, ninety six
        (96) Elements are used and consumed under this definition.

1.4     "Exclusive Rights" means rights to the exclusion of SEQUENOM.

1.5     "Internal Research Purposes" shall mean purposes and activities within
        SPECIALTY that are limited to research and development activities
        involving discovery, testing, confirming or validating SNP Associations.
        Internal Research Purposes does not mean and is not meant to include
        activities performed under grant money, funding, and non-funding
        arrangements with third party companies, enterprises, or institutions
        (for example, but not limited to pharmaceutical research or
        manufacturing organizations) under which results, products, or
        information from such activities are to be provided to the third party.

1.6     "MassARRAY Assay" or "Assay" shall mean an assay for the purpose of
        genotyping a particular Proprietary SNP or Non-proprietary SNP or a
        group of more than one Proprietary or Non-Proprietary SNPs, and that may
        be used with MassARRAY Products for performing MassEXTEND(TM) Methods
        and Processes.

1.7     "MassARRAY Products" shall mean the MassARRAY System (as described in
        Appendix A hereto), the MassARRAY Kit (as described in Appendix B
        hereto), and the additional MassARRAY Consumables (as described in
        Appendix C hereto).

1.8     "MassEXTEND(TM) Methods and Processes" shall mean SEQUENOM's proprietary
        MassEXTEND(TM) reactions claimed under Patent Rights including United
        Stales Patent Application Serial No, [***]* related applications, and
        foreign equivalents thereof.

1.9     "Net Revenue" means the amount invoiced by SPECIALTY to its customers
        for a SPECIALTY Product or Service (i) less cash discounts and/or
        quantity discounts allowed, (ii) less sales and use taxes, duties or
        other government tariffs and other similar taxes incurred and government
        mandated rebates, (iii) less accruals for estimated contract rebates,
        bid rebates, Medicaid rebates and any other similar rebates as SPECIALTY
        may be required to pay from time to time, and (iv) in the event that
        SPECIALTY must make royalty payments to third parties under licenses for
        any patents that are necessary (in the reasonable judgment of SPECIALTY)
        to develop, make, have made, use, sell, have sold or

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        import a SPECIALTY Product or Service (a "Third Party Royalty,"), then
        less such Third Party Royalty, provided that in no event shall such
        reduction for Third Party Royalties be collectively, in the aggregate,
        more than [***]* of the amount invoiced by SPECIALTY for such SPECIALTY
        Product or Service. All of the foregoing shall be determined in
        accordance with standard accounting methods.

1.10    "Non-proprietary SNP" shall mean a SNP that is not claimed under Patent
        Rights of SPECIALTY and that is not Confidential Information of
        SPECIALTY.

1.11    "Patent Rights" shall mean ownership of or license rights to (i) any
        United States, or foreign patent application, (ii) any issued United
        States or foreign patent and (iii) any continuation,
        continuation-in-part, divisional, reissue, re-examination, renewal,
        substitution, addition, extension, supplementary protection certificate
        or foreign counterpart thereof of any of the foregoing.

1.12    "Proprietary SNP" shall mean a SNP that is claimed under Patent Rights
        of SPECIALTY or that is Confidential Information of SPECIALTY.

1.13    "SEQUENOM Know-How" shall mean any and all proprietary data,
        information, know-how, inventions, trade secrets, copyrights, regulatory
        submissions or other intellectual property of any kind, other than
        Patent Rights, owned or controlled by SEQUENOM as of the Effective Date
        or during the term of this Agreement.

1.14    "SNP" shall mean a single nucleotide polymorphism.

1.15    "SNP Association" shall mean an association between one or more SNPs and
        a phenotype, including but not limited to the presence of, or
        susceptibility for, any disease or condition in humans, or response to a
        drug.

1.16    "SPECIALTY Product or Service" means a tangible or intangible item,
        information, services, or, any combination thereof that SPECIALTY sells,
        offers for sale, or otherwise provides to a customer that incorporates,
        utilizes, or is generated from the use of, a MassARRAY Assay.

1.17    "Territory" means the United States.

                                   ARTICLE 2.

                        PURCHASING, ORDERS, AND REQUESTS
                            FOR ASSAY DESIGN SERVICES

2.1     SPECIALTY agrees to purchase MassARRAY Products as identified in
        Appendices A and B, and optionally those provided in Appendix C, and
        SEQUENOM agrees to sell and

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        deliver MassARRAY Products to SPECIALTY. Such purchase, sale, and
        delivery shall be under the terms of this Agreement.

2.2     This Agreement contains the exclusive terms and conditions which apply
        to all purchases of MassARRAY Products, notwithstanding any
        acknowledgment or other business forms ("forms" meaning and including
        SPECIALTY purchase orders) transmitted by SEQUENOM or SPECIALTY. All
        orders for MassARRAY Products must reference this Agreement and all
        SEQUENOM and SPECIALTY acknowledgments and transmittals will reference
        this Agreement and the applicable SPECIALTY purchase order.

2.3     This Agreement does not constitute a purchase order. Purchases hereunder
        shall be made utilizing SPECIALTY'S written purchase orders issued by
        SPECIALTY.

2.4     All orders for MassARRAY Products must specify delivery within ninety
        (90) days from the order date. All orders are subject to acceptance by
        SEQUENOM, such acceptance not to be unreasonably withheld, and to
        product availability. All orders accepted by SEQUENOM are firm and
        non-cancelable and SEQUENOM shall use its best efforts to fill such
        orders within ninety (90) days from the order date,

2.5     SPECIALTY will use its best efforts to supply SEQUENOM with a forecast
        of its intended purchases on at least a quarterly basis, and SEQUENOM
        shall use its best efforts to meet such forecast.

2.6     When requested by SPECIALTY, SEQUENOM agrees to design MassARRAY Assays
        to be used by SPECIALTY subject to the pricing and other limitations set
        forth in Articles 4 and 5 below. SPECIALTY shall request a group of
        MassARRAY Assays at a time, with the number of Assays in such group to
        be mutually agreed upon by the parties, and SPECIALTY shall provide
        SEQUENOM with the identity of, known alleles of, and local sequence
        information surrounding the SNPs to be genotyped with the MassARRAY
        Assays. A MassARRAY Assay includes the nucleotide sequence information
        of the amplification and extension primers, as well as allele-specific
        mass values, that are necessary for performing the Assay. Physical
        samples of primers in aliquot form and/or validation of a MassARRAY
        Assay will only be provided by SEQUENOM at SPECIALTY'S additional
        expense and subject to the agreement of and at a price to be determined
        by the parties. SPECIALTY will be responsible for and bear all of the
        costs associated with purchasing and performing quality control
        experiments on all MassARRAY Assays that it uses or plans to use, and
        will bear the complete cost and responsibility and provide all resources
        and documentation necessary for compliance with CLIA guidelines and
        requirements.

2.7     In consideration for the pricing, fees, royalties, and license rights
        set forth in Articles 4 and 5, SPECIALTY has agreed, to use its best
        commercial efforts to utilize MassARRAY Assays for all of the clinical
        diagnostic areas of interest identified in Appendix D.

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                                   ARTICLE 3.

                       DELIVERY, SHIPMENT AND RISK OF LOSS

3.1     Delivery of MassARRAY Products is subject to acceptance of the order by
        SEQUENOM, such acceptance not to be unreasonably withheld and to product
        availability, and to SEQUENOM's lead times which may change from time to
        time.

3.2     SEQUENOM will ship according to SEQUENOM's standard commercial practice.
        All shipments by SEQUENOM shall be FOB SEQUENOM's point of manufacture
        in the United States. Title to and risk of loss for the MassARRAY
        Products shall pass to SPECIALTY upon delivery by SEQUENOM to a carrier
        designated by SPECIALTY OR selected by SEQUENOM if SPECIALTY does not
        designate a carrier. Special packing or shipping instructions requested
        by SPECIALTY must be agreed to by SEQUENOM in writing, and any charges
        will be billed to SPECIALTY.

                                   ARTICLE 4.

                             PRICE AND PAYMENT TERMS

4.1     MassARRAY SYSTEM PRICE. SPECIALTY agrees to purchase one MassARRAY
        System (as set forth in Appendix A) for which SPECIALTY has agreed to
        pay [***]*. Payment will be made to SEQUENOM within thirty (30) days of
        execution of this Agreement. Payment must be received by SEQUENOM prior
        to delivery and installation of the MassARRAY System. Delivery and
        installation of the MassArray system to occur within ninety (90) days of
        execution of this agreement.

4.2     UPGRADE. SEQUENOM agrees to upgrade, [***]* to SPECIALTY, the MassARRAY
        System purchased by SPECIALTY pursuant to section 4.1 to provide a
        capacity for simultaneously processing three hundred eighty four (384)
        samples after such upgrade becomes commercially available and agrees
        that such upgrade shall include replacement of components of the
        MassARRAY System installed at SPECIALTY if necessary to achieve such
        capacity. Further, if a technology is made commercially available by
        SEQUENOM for upgrading or replacing its present nanoliter transfer
        device configuration, SEQUENOM will provide SPECIALTY with [***]* credit
        toward the list purchase price of an upgraded or replacement nanoliter
        transfer device in exchange for return of the present transfer device
        configuration. In addition, subject to mutual agreement of the parties,
        SPECIALTY will be considered and may be included as a beta test site for
        the introduction of new products by SEQUENOM.


4.3     MassARRAY KIT PRICE. The price of a MassARRAY Kit is [***]* This price
        for the MassARRAY Kit is based upon a fee of [***]* per Element. This
        price is for the MassARRAY Kit set forth in Appendix B, each Kit
        including a ten (10) chip 384-D SpectroCHIP(TM) pack, wherein each
        SpectroCHIP(TM) chip contains three-hundred eighty

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        four (384) Positions. Until the 384-D SpectroCHIP becomes available,
        SEQUENOM will sell SPECIALTY MassARRAY Kits that include a ten (10) chip
        96-D SpectroCHIP(TM) pack wherein each SpectroCHIP(TM) chip contains
        ninety six (96) Positions, for a price of [***]*. This price for
        MassARRAY Kits having the ten (10) chip 96-D SpectroCHIP(TM) pack is
        based upon the same fee of [***]* per Element. Should the parties agree
        to extend this Agreement beyond its two (2) year duration, SEQUENOM
        reserves the right to adjust the price for its MassARRAY Kits at its
        option, but not above fair market price. Payments for the MassARRAY Kits
        will be due thirty (30) days from the date of shipment. Upon shipment of
        MassARRAY Kits, SEQUENOM will submit an invoice reflecting an invoice
        number, date, remit to address, purchase order number, quantity ordered,
        unit price, and any applicable tax and shipping and handling charges.
        The configuration of the MassARRAY Kit may change and/or be improved
        from time to time and may or may not be accompanied by a change in
        purchase price, although the fees per Element agreed to will not
        increase during the two (2) year duration of this Agreement.

4.4     ADDITIONAL MassARRAY CONSUMABLES. Current prices for additional
        MassARRAY Consumables used in performing SEQUENOM's proprietary
        MassEXTEND Methods and Processes are shown in Appendix C and may also be
        purchased by SPECIALTY at its option, subject to the same terms and
        conditions of this Agreement that apply to MassARRAY Kits. These
        additional MassARRAY Consumables include reagents required for DNA
        extraction, preparation and amplification; enzyme and nucleotide mixes
        required for the MassEXTEND reaction; and positive controls.

4.5     SALES TAX. For all purchases, SEQUENOM will add to the purchase price,
        applicable sales tax for all shipments to California and Massachusetts
        destinations.

4.6     SEQUENOM MassARRAY ASSAY DESIGN SERVICES. SEQUENOM will design and
        develop MassARRAY Assays requested by SPECIALTY, subject to the
        provisions below, for an Assay Fee according to the following schedule:

                           IN SILICO MassARRAY ASSAYS


        4.6.1   MassARRAY Assays for Non-Proprietary SNPs will be provided IN
                SILICO, in either monoplex or biplex formats, without
                validation, by SEQUENOM to SPECIALTY, [***]

        4.6.2   MassARRAY Assays for Proprietary SNPs that SPECIALTY will
                maintain Exclusive Rights to, will be provided IN SILICO in
                either the monoplex or biplex formats, without validation, by
                SEQUENOM to SPECIALTY for an Assay Fee of

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                [***]* per Assay. Should SPECIALTY request an IN SILICO
                MassARRAY Assay for a Proprietary SNP and should SPECIALTY also
                be willing to permit SEQUENOM to sell or otherwise provide the
                same MassARRAY Assay to other SEQUENOM customers, SEQUENOM will
                design (in either a monoplex or biplex format) the MassARRAY
                Assay, without validation, and provide the Assay to SPECIALTY,
                [***]*.

                           VALIDATED MassARRAY ASSAYS


         4.6.3    For Non-Proprietary SNPs, SEQUENOM will design (in either a
                  monoplex or biplex format) and validate MassARRAY Assays and
                  provide the Assays to SPECIALTY for an Assay Fee of [***]* per
                  Assay.

         4.6.4    For Proprietary SNPs that SPECIALTY will maintain Exclusive
                  Rights to, SEQUENOM will design (in either a monoplex or
                  biplex format) and validate MassARRAY Assays and provide the
                  Assays to SPECIALTY for an Assay Fee of [***]* per Assay.
                  Should SPECIALTY request a MassARRAY Assay for a Proprietary
                  SNP and should SPECIALTY also be willing to permit SEQUENOM to
                  sell or otherwise provide the same MassARRAY Assay to other
                  SEQUENOM customers, SEQUENOM will design (in either a monoplex
                  or biplex format) and validate the MassARRAY Assay and provide
                  the Assay to SPECIALTY for an Assay Fee of [***]* per Assay.

         4.6.5    For any and all Proprietary SNPs that SPECIALTY will maintain
                  Exclusive Rights to, SPECIALTY will specifically identify such
                  Proprietary SNPs to SEQUENOM in writing prior to the
                  performance of any Assay Design Services by SEQUENOM.

         4.6.6    For any Assays (IN SILICO or validated) requested by SPECIALTY
                  to be provided in a format other than in a monoplex or biplex
                  format, the Assay Fee will be determined by Sequenom on a case
                  by case basis. Further, while SEQUENOM will use commercially
                  reasonable efforts to provide MassARRAY Assays requested by
                  SPECIALTY, depending upon the Assay complexity, as well as
                  operational, administrative, technical and biological
                  limitations that may exist, SEQUENOM reserves the right to
                  refuse Assay Design Services under appropriate circumstances
                  upon notice to SPECIALTY of the same.

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                                   ARTICLE 5.

                              LICENSE AND ROYALTIES

5.1     With the purchase of MassARRAY Kits, SEQUENOM grants SPECIALTY a
        non-exclusive, limited right to use, without the right to sublicense or
        otherwise permit third parties to use, the MassARRAY Kits, in
        conjunction with the MassARRAY System, for the defined Internal Research
        Purposes, within the Territory. The MassARRAY Kits provided under this
        Agreement may be used in performing SEQUENOM's proprietary
        MassEXTENDT(TM) Methods and Processes claimed under Patent Rights
        including United States Patent Application Serial No, [***]* related
        applications, and foreign equivalent Patent Rights. The pricing of the
        MassARRAY Kit set forth in section 4.3 includes a prepaid royalty in
        consideration for which SEQUENOM grants SPECIALTY a non-exclusive right,
        without transfer or sublicense rights, under United States Patent
        Application Serial No, [***]*, and related applications and SEQUENOM
        know-how, to use the MassARRAY Kits to perform SEQUENOM proprietary
        MassEXTEND(TM) Methods and Processes, such right granted being limited
        to the number of Elements provided per MassARRAY Kit purchased, and such
        right granted being limited to use by SPECIALTY for the defined Internal
        Research Purposes in the Territory.

5.2     MassARRAY Assays

        5.2.1   MassARRAY ASSAYS DESIGNED AND DEVELOPED BY SEQUENOM

                For MassARRAY Assays designed and developed solely by SEQUENOM
                for either Non-Proprietary SNPs or for Proprietary SNPs that
                SPECIALTY will not maintain Exclusive Rights to, SEQUENOM hereby
                grants SPECIALTY a nonexclusive license, without sublicense or
                transfer rights, to use MassARRAY Assays designed and developed
                by SEQUENOM in conjunction with the MassARRAY Products and
                MassEXTEND Methods and Processes, for SPECIALTY'S Commercial
                Diagnostics Services, in the Territory, in consideration for a
                royalty payment to SEQUENOM of [***]* of Net Revenues associated
                with such Commercial Diagnostics Services.

                For MassARRAY Assays designed and developed by SEQUENOM (for
                Proprietary SNPs that SPECIALTY will maintain Exclusive Rights
                to) a separate license agreement for Commercial Diagnostics
                Services will be negotiated in good faith based upon factors
                including MassARRAY Assay and MassARRAY Product volume
                commitments by SPECIALTY and a time limited period of
                exclusivity, in exchange for a royalty payment to SEQUENOM, all
                to be negotiated hereafter.

        5.2.2   MassARRAY ASSAYS DESIGNED AND DEVELOPED BY SPECIALTY

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                For MassARRAY Assays designed and developed solely by SPECIALTY
                SEQUENOM hereby grants SPECIALTY a nonexclusive license, without
                sublicense or transfer rights, to use MassARRAY Products and
                MassEXTEND Methods and Processes in conjunction with the
                MassARRAY Assays designed and developed by SPECIALTY for
                SPECIALTY'S Commercial Diagnostics Services, in the Territory,
                in consideration for a royalty payment to SEQUENOM of [***]* of
                Net Revenues associated with such Commercial Diagnostics
                Services.

        5.2.3   MassARRAY ASSAYS JOINTLY DESIGNED AND DEVELOPED BY SEQUENOM AND
                SPECIALTY

                For MassARRAY Assays jointly designed and developed by
                SEQUENOM and SPECIALTY, SEQUENOM hereby grants SPECIALTY an
                exclusive license, limited to a period of eighteen (18)
                months from Assay validation, without sublicense or transfer
                rights, to use MassARRAY Assays jointly designed and
                developed by SEQUENOM and SPECIALTY in conjunction with the
                MassARRAY Products and MassEXTEND Methods and Processes, for
                SPECIALTY'S Commercial Diagnostics Services, in the
                Territory, in consideration for a royalty payment to SEQUENOM
                of [***]* of Net Revenues associated with such Commercial
                Diagnostics Services. At the expiration of the eighteen (18)
                month exclusive period SPECIALTY is granted a nonexclusive
                license without sublicense or transfer rights, to use
                MassARRAY Assays jointly designed and developed by SEQUENOM
                and SPECIALTY in conjunction with the MassARRAY Products and
                MassEXTEND Methods and Processes, for SPECIALTY'S Commercial
                Diagnostics Services, in the Territory, in consideration for
                a royalty payment to SEQUENOM of [***]* of Net Revenues
                associated with such Commercial Diagnostics Services.

        5.2.4   UNAFFECTED RIGHTS OF SEQUENOM

                Further, nothing in this Agreement is meant to prevent SEQUENOM
                or other SEQUENOM customers from developing, using, and selling
                new MassARRAY Assays based on independently discovered SNPs (or
                other form of marker) associated with one or more of the areas
                identified in Appendix D provided that such development, use, or
                sale is not based upon any Confidential Information of
                SPECIALTY.

5.3     The purchase price and royalty terms agreed to under Article 4 and this
        Article 5 of this Agreement, are based upon the parties' mutual
        understanding of the restrictions and limited rights placed on
        SPECIALTY'S use of MassARRAY Products and MassARRAY Assays provided for
        under this Article. Any other uses of the MassARRAY Products and Assays,
        and any terms and conditions related thereto, must be agreed to, in
        writing, by the parties. With the exception of the rights granted under
        this Article 5, no other right or license is granted to SPECIALTY either
        directly, indirectly, by implication, estoppel, or otherwise by SEQUENOM
        under this limited grant.

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5.4     Except as otherwise expressly provided in this Agreement, under no
        circumstances shall a party hereto, as a result of this Agreement,
        obtain any ownership interest in or other right to any technology,
        know-how, Patent Rights, data, products, or biological materials of the
        other party, including items owned, controlled or developed by the other
        party, or transferred by the other party to said party, at any time
        pursuant to this Agreement. Any compounds technology or know-how derived
        developed or acquired by either party independent of this Agreement or
        Confidential Information derived from this Agreement shall be the
        property of such party.

5.5     Both parties recognize that an opportunity exists for co-branding and
        co-marketing of MassARRAY Assays and MassARRAY Assay design services.
        The parties agree to cooperate when it is deemed appropriate in the
        business judgment of both parties, on a case by case basis, to employ
        co-branding and/or joint marketing programs in order to maximize
        investment return for each party.

                                   ARTICLE 6.

                         ROYALTY PAYMENTS AND ACCOUNTING

6.1     ROYALTY PAYMENTS/REPORTS. Payments of royalties to SEQUENOM under
        Article 5.2 based upon Net Revenues will be made on a monthly basis and
        within thirty (30) days of the close of each calendar month. With each
        monthly payment, SPECIALTY shall provide SEQUENOM with a written report
        setting forth sufficient information to verify Net Revenues received by
        SPECIALTY.

6.2     AUDITS. SPECIALTY shall keep true and accurate books of account and
        records in sufficient detail to properly determine the amounts payable
        to SEQUENOM under this Agreement. SPECIALTY shall keep such books and
        records for at least three (3) years following the termination or
        expiration of this Agreement, and shall make available such books and
        records for inspection during such three (3) year period by a certified
        public accountant retained by SEQUENOM for such purpose, solely for the
        purpose of verifying the amount of Net Revenues hereunder. Such
        inspections may be made no more than once in any six (6) month period,
        at reasonable times mutually agreed upon by the parties after at least
        five (5) days written notice to SPECIALTY. The certified public
        accountant shall execute a reasonable confidentiality agreement prior to
        commencing any such inspection.

6.3     COSTS. Inspections conducted under Section 6.2 shall be shall be at the
        expense of SEQUENOM unless an underpayment of at least [***]* of
        the-amount due for the audited period is established in the course of
        any such inspection, whereupon all reasonable costs relating to such
        inspection shall be paid by SPECIALTY.

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                                   ARTICLE 7.

                              TERM AND TERMINATION

7.1     The term of this Agreement will be from the Effective Date and will
        continue for a period of two (2) years, unless terminated by a party or
        the parties under one of the provisions of this Article 7. Upon written
        notice provided at least ninety (90) days before the end of the initial
        term of this Agreement, SPECIALTY may elect at its option to renew this
        Agreement for an additional two (2) year term.

7.2     This Agreement shall terminate upon written notice by one party to the
        other party in the event the other party shall become insolvent, asks
        its creditors for a moratorium, files a bankruptcy petition, or suffers
        appointment of a temporary or permanent receiver, trustee, or custodian,
        for all or a substantial portion of its assets.

7.3     Either party may terminate this Agreement for default by the other party
        in performing any of its material obligations under this Agreement by
        notifying the other party in writing of such default and allowing the
        other party thirty (30) days within which to cure such default, unless
        the default is the failure to pay money, in which case the defaulting
        party shall have only ten (10) business days to cure such default after
        receiving written notice of non-payment. If such default is not cured
        within thirty (30) days from receipt of such notice of default (or ten
        (10) business days in the case of non-payment of money owed), the
        non-defaulting party may terminate this Agreement by written notice to
        the defaulting party.

7.4     EFFECT OF EXPIRATION OR TERMINATION OF AGREEMENT. Within thirty (30)
        days after expiration or termination under this Article 7, each party
        shall return to the other party or destroy any and all Confidential
        Information provided by the other party pursuant to this Agreement
        according to section 1l.3. SPECIALTY shall have the right to use all
        MassARRAY Kits for which SPECIALTY has paid and are in SPECIALTY'S
        possession at the time of termination, and the licenses granted
        SPECIALTY pursuant to sections 5.1 and 5.2 shall continue until all such
        MassARRAY Kits are used. Except to the extent expressly provided to the
        contrary, the rights and obligations of the parties pursuant to Articles
        4.1, 4.3, 4.5, 6.1, 6.2, 6.3, 11, 12 and 14.14 shall survive the
        expiration or termination of this Agreement. Any and all rights of
        SEQUENOM to purchase price and royalty payments accrued through
        expiration or termination as well as obligations of the parties under
        firm orders for purchase and delivery of MassARRAY Products at the time
        of such expiration or termination shall remain in effect, except that
        SEQUENOM will have no obligation to sell and deliver MassARRAY Products
        that have delivery dates more than three (3) months after the date of
        termination, and in the case of termination under sections 7.2 or 7.3,
        the terminating party has discretion in electing whether obligations
        under firm orders will remain in effect.

                                       11
<PAGE>

                                   ARTICLE 8.

                           INSTALLATION AND ACCEPTANCE

8.1     Installation of the MassARRAY System by SEQUENOM at a location
        designated by SPECIALTY is included in the price under sections 4.1 and
        4.2. SEQUENOM shall install the MassARRAY System in accordance with
        SEQUENOM's standard installation practice and will use commercially
        reasonable efforts to schedule and complete installation in a timely
        fashion. SPECIALTY and SEQUENOM will cooperate with each other to
        coordinate the installation effort.

8.2     Installation shall be complete, and acceptance by SPECIALTY shall occur,
        when the MassARRAY System passes SEQUENOM's standard installation and
        test procedures. In the event the MassARRAY System delivered will not
        pass SEQUENOM's standard installation and test procedures, SEQUENOM will
        use reasonable commercial efforts to make the necessary adjustments
        and/or to replace the MassARRAY System in whole or in part until the
        MassARRAY System performs as intended and passes such tests.

                                   ARTICLE 9.

                                    TRAINING

9.1     Included in the price under sections 4.1 and 4.2, SEQUENOM will train
        designated SPECIALTY employees in the installation, use, and routine
        maintenance of the MassARRAY Products in accord with SEQUENOM's standard
        training program. SPECIALTY may request from time to time, due to
        additional instrument purchases, employee changes, increased use, or
        otherwise additional training as the need arises. SEQUENOM will provide
        additional training according to a mutually convenient schedule and at a
        price to be mutually agreed.

                                   ARTICLE 10.

                          REPRESENTATIONS AND WARRANTY

10.1    REPRESENTATIONS, WARRANTIES AND COVENANTS OF SPECIALTY. SPECIALTY
        represents and warrants to and covenants with SEQUENOM that:

                (a)     SPECIALTY is a corporation duly organized, validly
                        existing and in corporate good standing under the laws
                        of California;

                (b)     SPECIALTY has the legal right, authority and power to
                        enter into this Agreement;

                (c)     SPECIALTY has taken all necessary action to authorize
                        the execution, delivery and performance of this
                        Agreement;

                (d)     upon the execution and delivery of this Agreement, this
                        Agreement shall constitute a valid and binding
                        obligation of SPECIALTY enforceable in

                                       12
<PAGE>

                        accordance with its terms, except as enforceability may
                        be limited by applicable bankruptcy, insolvency,
                        reorganization, moratorium or similar laws affecting
                        creditors' and contracting parties' rights generally and
                        except as enforceability may be subject to general
                        principles of equity (regardless of whether such
                        enforceability is considered in a proceeding in equity
                        or at law); and

                (e)     the performance of its obligations under this Agreement
                        will not conflict with its charter documents or result
                        in a breach of any agreements, contracts or other
                        arrangements to which it is a party.

10.2    REPRESENTATIONS, WARRANTIES AND COVENANTS OF SEQUENOM. SEQUENOM
        represents and warrants to and covenants with SPECIALTY that:

                (a)     SEQUENOM, Inc, is a corporation duly organized, validly
                        existing and in corporate good standing under the laws
                        of Delaware, United States;

                (b)     SEQUENOM has the legal right, authority and power to
                        enter into this Agreement;

                (c)     SEQUENOM has taken all necessary action to authorize the
                        execution, delivery and performance of this Agreement;

                (d)     upon the execution and delivery of this Agreement, this
                        Agreement shall constitute a valid and binding
                        obligation of SEQUENOM enforceable in accordance with
                        its terms, except as enforceability may be limited by
                        applicable bankruptcy, insolvency, reorganization,
                        moratorium or similar laws affecting creditors' and
                        contracting parties' rights generally and except as
                        enforceability may be subject to general principles of
                        equity (regardless of whether such enforceability is
                        considered in a proceeding in equity or at law); and

                (e)     the performance of its obligations under this Agreement
                        will not conflict with its charter documents or result
                        in a breach of any agreements, contracts or other
                        arrangements to which it is a party.

10.3    LIMITED WARRANTY RELATING TO MASSARRAY PRODUCTS. SEQUENOM warrants that
        the MassARRAY System will be free from defects in materials and
        workmanship and will conform to SEQUENOM's current specifications, or as
        amended in the future by mutual written agreement of the parties, and
        perform accordingly, from the time of installation and for a period of
        at least one (1) year thereafter, so long as the MassARRAY System
        remains unchanged and in the original condition supplied by SEQUENOM.
        SEQUENOM warrants that the MassARRAY Kits will be free from defects in
        materials and workmanship and will conform to SEQUENOM's specifications
        and perform accordingly, for a period of at least two (2) months from
        the date of shipment, so long as the MassARRAY Kits are stored according
        to specifications, and remain unchanged and in the original condition
        supplied by SEQUENOM. The foregoing warranty does not include periodic
        maintenance or calibration recommended for some MassARRAY

                                       13
<PAGE>

        Products. This warranty does not apply to defects resulting from
        improper or inadequate maintenance or calibration by SPECIALTY; defects
        resulting from hardware, software, interfacing, or supplies provided by
        parties other than SEQUENOM; defects resulting from unauthorized
        modification, maintenance, or repair, or improper use or operation
        outside of SEQUENOM's specifications for the MassARRAY Products or by
        personnel not authorized by SEQUENOM, and defects resulting from abuse,
        negligence, accident, loss or damage in transit. In addition, this
        warranty does not apply to damage due to (1) environmental conditions at
        the site of installation; (2) operator failure to perform standard
        operating procedures and routine maintenance as prescribed in the
        operator manuals; (3) moving (by other than SEQUENOM authorized
        personnel) the MassARRAY System from its installed location; (4)
        exposure of the MassARRAY Products to Bio-Safety Level 3 or 4 (as
        defined by the United States Occupational Health and Safety
        Administration) agents; or (5) exposure to radioactivity.

        10.3.1  SEQUENOM's sole obligation and liability for any breach of the
                limited warranty set forth herein shall be at SEQUENOM's sole
                discretion and option: (1) to replace the MassARRAY Products, in
                whole or in part, provided that SPECIALTY notifies SEQUENOM of
                the defects, SEQUENOM directs SPECIALTY to return the defective
                MassARRAY Products to SEQUENOM and SPECIALTY returns the
                MassARRAY Products as directed, at SEQUENOM's expense; or (2) to
                repair (and recalibrate as necessitated by repair) the MassARRAY
                Products in whole or in part. MassARRAY Products may not be
                returned to SEQUENOM under any circumstances without SEQUENOM's
                prior authorization. Except as provided in Article 12, SEQUENOM
                shall not be liable, to any extent whatsoever, for any damages
                resulting from or arising out of the use or performance of the
                MassARRAY Products provided under this Agreement, regardless of
                foreseeability or the form of the cause of action, whether in
                contract, breach of warranty, tort (including negligence, strict
                liability, or otherwise), and including but not limited to
                damages resulting from loss of data, loss of anticipated profits
                or revenue, or any special, direct, indirect, incidental or
                consequential damages.

        10.3.2  The limited warranty set forth herein states SEQUENOM's sole and
                exclusive responsibility with respect to any alleged breach of
                this limited warranty. Except as provided herein, the MassARRAY
                Products are provided without warranty of any kind or nature.
                SEQUENOM does not warrant, guarantee, or make any
                representations regarding the use or the results of the use, of
                the MassARRAY Products in terms of correctness, accuracy
                reliability, or otherwise. SPECIALTY assumes the entire risk as
                to the results and performance of the MassARRAY Products. The
                foregoing warranty is exclusive and made in lieu of and to the
                exclusion of any other warranties, whether oral or written,
                express or implied, direct, indirect, by estoppel or otherwise,
                or created by the Uniform Commercial Code or the usage in the
                industry or the course of dealings of the parties, as to any
                matter whatsoever, including but not limited to those concerning
                merchantability or fitness for a particular purpose.

                                       14
<PAGE>

                                   ARTICLE 11.

                                 CONFIDENTIALITY

11.1    For the purpose of this Agreement, Confidential Information means all
        information, data, and material, labeled or otherwise designated or
        identified as confidential by SEQUENOM or by SPECIALTY or their
        Affiliates.

        11.1.1  All information relating to SEQUENOM's MassARRAY Products
                including but not limited to, price, quantity, discount,
                delivery schedule, improvements, standard operating procedure
                documents, operation manuals, schematics, design specifications,
                manufacturing and related specifications, is hereby designated
                as SEQUENOM's Confidential Information. SEQUENOM agrees that it
                will, in writing, clearly identify as confidential, any and all
                additional information that it provides to SPECIALTY that it
                considers to be the Confidential Information of SEQUENOM.

        11.1.2  SPECIALTY agrees that it will, in writing, clearly identify as
                confidential, any and all SNPs and any other information that it
                provides to SEQUENOM and that it considers to be the
                Confidential Information of SPECIALTY.

11.2    Each party may use the other party's Confidential Information only for
        the purpose of performing under this Agreement. All confidential
        Information remains the sole property of the disclosing party. Upon
        termination or expiration of this Agreement, all materials and all
        copies of all materials containing Confidential Information, including
        but not limited to papers, books, logs, correspondence and records, in
        any form, whether written, typed, electronic, videotape, audiotape,
        etc., shall be returned to the disclosing party within thirty (30) days
        of the termination or expiration of this Agreement, except that each
        party may retain a single copy of the other party's Confidential
        Information solely for the purpose of ensuring compliance under this
        Agreement.

11.3    Except as expressly provided herein, SEQUENOM and SPECIALTY Affiliates,
        officers, employees, agents, consultants, and authorized representatives
        (a) shall hold in strict confidence all Confidential Information from
        the other party or any of its Affiliates, officers, employees, agents or
        representatives and (b) shall not distribute, disclose or disseminate
        such Confidential Information to any third party without the prior
        written approval of the other party (that is, the original disclosing
        party).

11.4    For purposes of this section, information will not be considered to be
        Confidential Information of a party if the information:

        (i)     was lawfully in the receiving party's possession prior to
                disclosure under this Agreement and was not acquired directly or
                indirectly from the disclosing party; or

        (ii)    was, at the date of disclosure by the disclosing party, public
                knowledge; or subsequently becomes public knowledge other than
                through the failure of

<PAGE>

                the receiving party to comply with its obligations of
                confidentiality under the terms of this Agreement; or

        (iii)   was or is acquired by the receiving party from any third party
                lawfully having possession of such information and who is not
                under an obligation of confidentiality to the disclosing party;
                or

        (iv)    was or becomes independently known by the receiving party
                without utilizing information provided by the disclosing party
                and wherein such independent knowledge is supported in
                contemporaneously written and dated documentation of the
                receiving party; or

        (v)     is required to be disclosed, retained, or maintained by either
                party, by applicable law or regulation or under the rules of any
                regulatory or governmental authority, provided however that each
                party shall immediately notify the other party in writing of
                such required disclosure and must provide such notice at least
                thirty (30) days prior to the date when disclosure is proposed
                to take place, and provided that the party or third party
                required to make disclosure shall use its best efforts to secure
                confidential treatment of any such information required to be
                disclosed.

11.5    The parties hereto understand and agree that remedies at law may be
        inadequate to protect against any breach of any of the provisions of
        this Article 11 by either party or their Affiliates, employees, agents,
        officers or directors or any other person acting in concert with it or
        on its behalf. Accordingly, each party shall be entitled to the granting
        of injunctive relief by a court of competent jurisdiction against any
        action that constitutes any such breach of this Article 11.

11.6    Either party may publish or present data and/or results generated under
        this Agreement, provided that, the proposed disclosure shall be subject
        to the prior review by the other party solely to determine (i) whether
        the proposed disclosure contains the Confidential Information of the
        other party, (ii) whether the information contained in the proposed
        disclosure should be the subject of a patent application prior to such
        disclosure or (iii) whether the disclosure would be adverse to the
        business interests of the other party. Each party shall provide the
        other party with the opportunity to review any proposed abstract,
        manuscript or presentation by delivering a copy thereof to the other
        party no less than thirty (30) days before its intended submission for
        publication or presentation. The other party shall have thirty (30) days
        from its receipt of any such abstract, manuscript or presentation in
        which to notify the party in writing of any specific objections to the
        disclosure. In the event a party objects to the disclosure, the other
        party agrees not to submit the publication or make the presentation
        containing the objected-to information until the party is given a
        reasonable additional period of time (not to exceed an additional thirty
        (30) days) to seek patent protection for any material in the disclosure
        which it believes is patentable or, in the case of Confidential
        Information to allow the party to delete any Confidential Information of
        the other party from the proposed disclosure. Each party agrees to
        delete from the proposed disclosure any Confidential Information or

                                       16
<PAGE>


        information that would be adverse to the business interests of the other
        party upon request.

11.7    The provisions of Article 11 shall survive any termination or expiration
        of this Agreement and continue in perpetuity thereafter.

                                   ARTICLE 12.

                                 INDEMNIFICATION

12.1    In the event of an accusation, claim or lawsuit brought by a third party
        for infringement of a patent, copyright, or other proprietary right of a
        third party, based upon SPECIALTY's use of the MassARRAY Products or use
        of MassEXTEND(TM) Methods and Processes in accordance with the product
        information, notices, and instructions for use provided therewith,
        SEQUENOM shall use its reasonable efforts to procure for SPECIALTY the
        right to continue such use, or if unable to procure such continued use,
        then SEQUENOM shall use its reasonable efforts to provide a substitute,
        non-infringing product which provides substantially the same results.
        Further, SEQUENOM shall defend the accusation, claim or lawsuit and
        indemnify SPECIALTY for any damages which may be awarded, provided that
        SPECIALTY(1) provide prompt written notice of the accusation, claim or
        lawsuit to SEQUENOM; (2) authorize and provide SEQUENOM with complete
        control of the defense of the accusation, claim or lawsuit and any and
        all settlements, negotiations, compromises, and discussions thereof, (3)
        cooperate fully with SEQUENOM and provide SEQUENOM with such reasonable
        assistance, as SEQUENOM may request in the defense of such accusation,
        claim or lawsuit; and (4) make no statements or admissions directly or
        indirectly related to the MassARRAY Products, MassEXTEND(TM) Methods and
        Processes, or intellectual property related to the accusation, claim, or
        lawsuit, or the merits or lack of merit of any accusation, claim, or
        lawsuit, without the express written permission of SEQUENOM. Nothing in
        this provision shall be construed to prevent SPECIALTY from
        participating in (but not controlling) the defense of any such action,
        with its counsel and at its own expense.

12.2    SPECIALTY IS HEREBY PUT ON NOTICE THAT SEQUENOM'S MASSARRAY PRODUCTS AND
        MassEXTEND(TM) METHODS AND PROCESSES HAVE NOT BEEN SUBJECTED TO
        REGULATORY REVIEW OR APPROVED BY THE FEDERAL FOOD AND DRUG
        ADMINISTRATION OR ANY OTHER UNITED STATES GOVERNMENTAL AGENCY OR ENTITY,
        AND HAVE NOT BEEN APPROVED FOR CLIA COMPLIANCE, OR OTHERWISE APPROVED
        UNDER ANY STATUTE, RULE, LAW, OR REGULATION, FOR ANY PURPOSE. RESEARCH,
        COMMERCIAL, DIAGNOSTIC OR OTHERWISE. In the event of an accusation,
        claim or lawsuit brought by a third party against SEQUENOM based upon
        SPECIALTY'S Commercial Diagnostics Services or a SPECIALTY Product or
        Service, SPECIALTY shall defend the accusation, claim or lawsuit and
        indemnify and hold harmless SEQUENOM for any and all damages and
        attorneys' fees which may be awarded, provided that SEQUENOM (1) provide
        prompt written notice of the accusation, claim or lawsuit to SPECIALTY;
        (2) authorize and provide SPECIALTY with complete control of the defense
        of the accusation, claim or lawsuit and any and all settlements,

                                       17
<PAGE>

        negotiations, compromises, and discussions thereof; (3) cooperate fully
        with SPECIALTY and provide SPECIALTY with such reasonable assistance, as
        SPECIALTY may request in the defense of such accusation, claim or
        lawsuit; and (4) make no statements or admissions directly or indirectly
        related to the Commercial Diagnostics Services or SPECIALTY Product or
        Service, or the merits or lack of merit of any accusation, claim, or
        lawsuit, without the express written permission of SPECIALTY. Nothing in
        this provision shall be construed to prevent SEQUENOM from participating
        in (but not controlling) the defense of any such action, with its
        counsel and at its own expense.

                                   ARTICLE 13.

                                     NOTICES

13.1    All notices and requests required or authorized hereunder shall be given
        in writing, either by personal delivery; by registered or certified
        mail, return receipt requested; or by confirmed facsimile followed by
        first class mail or express delivery. Such notice shall be deemed to
        have been given upon such date that it is so personally delivered; the
        date three (3) days after it is deposited in the mail: or the date the
        same is received by the receiving party's fax machine, irrespective of
        the date appearing therein.


        If to SPECIALTY:                       If to SEQUENOM:
        Specialty Laboratories                 SEQUENOM, Inc,
        Attention:  Paul Beyer                 Attention:  President & CEO
        2211 Michigan Avenue                   11555 Sorrento Valley Road
        Santa Monica, California 90404         San Diego, CA 92121-1331
        Tel: (805) 501-9252                    Tel: (8.58) 350-0345
        Fax: (310) 828-5173                    Fax: (858) 350-0344

                                               and a copy to:

                                               SEQUENOM, Inc,
                                               Attention: Corporate Counsel
                                               11555 Sorrento Valley Road
                                               San Diego, CA 92121-1331
                                               Tel: (858) 350-0345
                                               Fax: (858) 350-0620

                                   ARTICLE 14.

                                     GENERAL

14.1    FORCE MAJEURE. Except with respect to the payment of money, neither
        party shall be liable for any failure or delay in its performance under
        this agreement due to causes, including, but not limited to, acts of
        God, acts of civil or military authority, fires, epidemics, floods,
        earthquakes, riots, wars, sabotage, labor shortages or disputes, and

                                       18
<PAGE>

        governmental action, which are beyond its reasonable control; provided
        that the delayed party: (i) gives the other party written notice of such
        cause and (ii) uses its reasonable efforts to correct such failure or
        delay in its performance. The delayed party's time for performance or
        cure under this section. 14.1 shall be extended for a period equal to
        the duration of the cause.

14.2    RELATIONSHIP OF PARTIES. The parties to this Agreement are independent
        contractors. Neither party nor their respective Affiliates, employees,
        consultants, contractors or agents, are Affiliates, agents, employees,
        joint ventures of the other, nor do they have any authority to bind the
        other by contract or otherwise to any obligation. Neither party will
        represent anything to the contrary, either expressly, implicitly, by
        appearance or otherwise.

14.3    ASSIGNMENT. The parties may not assign this Agreement in whole or in
        part without the consent of the other, except if such assignment occurs
        in connection with the sale or transfer of all or substantially all of
        the assets of a party to which the subject matter of this Agreement
        pertains.

14.4    SUCCESSORS IN INTEREST. Subject to section 14.3, the rights and
        liabilities of the parties hereto will bind and inure to the benefit of
        their respective successors, executors and administrators, as the case
        may be.

14.5    APPLICABLE LAW. This Agreement shall be governed by and construed in
        accordance with the laws of California, U.S., exclusive of its conflicts
        of law rules.

14.6    SEVERABILITY. If for any reason a court of competent jurisdiction finds
        any provision of this Agreement, or portion thereof, to be
        unenforceable, that provision of the Agreement shall be enforced to the
        maximum extent permissible so as to effect the intent of the parties,
        and the remainder of this Agreement shall continue in full force and
        effect.

14.7    NO WAIVER. Failure by either party to enforce any term, provision, or
        condition of this Agreement shall not be deemed a waiver of future
        enforcement of that or any other term, provision, or condition. No
        waiver of a term, provision, or condition of this Agreement in any one
        or more instances, whether by context, implication, express, or
        otherwise, shall be construed to be a further or continuing waiver of
        such term, provision, or condition.

14.8    COUNTERPARTS. This Agreement may be executed in one or more
        counterparts, each of which will be deemed an original, but all of which
        will constitute but one and the same instrument.

14.9    FACSIMILE COPIES. For purposes of this Agreement, a signed facsimile
        copy shall have the same force and effect as an original signed
        Agreement.

14.10   COMPLETE AGREEMENT. This Agreement, including all Appendices,
        constitutes the entire agreement between the parties with respect to the
        subject matter hereof, and supersedes and replaces all prior or
        contemporaneous understandings or agreements, written or oral, regarding
        such subject matter. No amendment to or modification of this Agreement
        shall

                                       19
<PAGE>


        be binding unless in writing and signed by a duly authorized
        representative of both parties.

14.11   THIRD PARTY BENEFICIARIES. Except as specifically set forth herein, no
        third party beneficiary rights are conferred or are intended to be
        conferred by this Agreement.

14.12   HEADINGS. Headings in this Agreement are for convenience only, and shall
        not be used to and shall not affect the meaning or interpretation of
        this Agreement.

14.13   CONSTRUCTION. This Agreement shall not be strictly construed against any
        party hereto, regardless of which party, or how much a party,
        contributed to the drafting of the Agreement.

14.14   PUBLIC ANNOUNCEMENTS. Any announcements or similar publicity with
        respect to the execution of this Agreement shall be agreed upon among
        the parties in advance of such announcement. The parties understand that
        this Agreement is likely to be of significant interest to investors,
        analysts and others, and that any of the parties therefore may make such
        public announcements with respect thereto, provided that the disclosing
        party has complied with the conditions of this section 14.14. The
        parties agree that any such announcement will not contain Confidential
        business or technical Information and, if disclosure of Confidential
        business or technical Information is required by law or regulation, the
        disclosing party will use its best efforts to minimize such disclosure
        and obtain Confidential treatment for any such information which is
        disclosed to a governmental agency or group. Each party agrees to
        provide to the other party a copy of any public announcement as soon as
        reasonably practicable under the circumstances prior to its scheduled
        release. Each party shall provide the other with an advance copy of any
        press release at least ten (10) business days prior to the scheduled
        disclosure. Each party shall have the right to expeditiously review and
        recommend changes to any announcement regarding this Agreement or the
        subject matter of this Agreement. Except as otherwise required by law,
        the party whose press release has been reviewed shall remove any
        information the reviewing party reasonably deems to be inappropriate for
        disclosure.

14.15   CONFLICTS. In the event that a conflict arises between this Agreement
        and any work order, purchase order, billing statement, or invoice
        related to the purchase of and right to use MassARRAY(TM) Products, this
        Agreement will govern and the conflicting terms, provisions, and
        conditions of any such other documents shall be deemed nonexistent, and
        shall not be binding upon either party.

                                       20

<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first indicated above.

SPECIALTY LABORATORIES                     SEQUENOM, Inc.

By:  /s/ Paul Beyer                        By:  /s/ Steve Zaniboni
   ----------------------------               ----------------------------
Name:  Paul Beyer                          Name:  Steve Zaniboni

Title: President                           Title: Chief Financial Officer

Date:  6/19/00                             Date:  6/20/00
     --------------------------                 --------------------------



                                       21
<PAGE>

                                  CONFIDENTIAL


                                   APPENDIX A


                              MassARRAY(TM) SYSTEM


SpectroREADER(TM), high-speed mass spectrometer for separation, detection and
characterization of the analyte molecules from a miniaturized array; configured
with a workstation and post processing software

SpectroJET(TM), 4-Channet, v1.1, dispenser for nanoliter sample transfer,
equipped with:

        -       SPIP Micropump with 800 nl chamber volume
        -       droplet volume range of 0.5-2 nl
        -       CV LESS THAN 2 % dispensing precision of the pump
        -       0. 1 mm precision of x/y positioning stage
        -       maximum speed of 41.9 cm/sec
        -       PC, controller software

SpectroPREP(TM) Automated Multipipettor including:

        -       96-channel automated pipettor
        -       pipetting volume range of 2-200 ul
        -       magnetic lifter for bead separation
        -       six position workdeck
        -       PC, controller software

SpectroTYPER(TM) Workstation for automated genotype calling and data management

        -       Workstation (hardware)
        -       SpectroTYPER(TM) software
        -       Oracle database with a license for up to five (5) users, for
                single location use

                                      A-1

<PAGE>


                                  CONFIDENTIAL

                                   APPENDIX B


                                MassARRAY-TM- Kit


<TABLE>
<CAPTION>

------------------------ --------------- ------------------------------------ ------------------ ----------------------
      KIT PACKAGE        STORAGE TEMP.               COMPONENTS                   QUANTITY             DILUTIONS
------------------------ --------------- ------------------------------------ ------------------ ----------------------
<S>                     <C>             <C>                                   <C>                <C>
Reaction                 2-8(degree)C    Beads                                      16 mL                none
Components B                             Binding Buffer                             60 mL           1:3 & undiluted
                                         Denaturation Solution                      60 mL                1:10
                                         Wash & Conditioning Buffer               2 x 60 mL              1:10
                                         Recovery Solution                          60 mL                1:10
                                         Calibrant
------------------------ --------------- ------------------------------------ ------------------ ----------------------
SpectroCHIP(TM) Pack     15-25(degree)C  384-D SpectroCHIP(TM) (96-D                                    n/a
                                         Spectro CHIP(TM) will be
                                         supplied until 384-D
                                         available)
------------------------ --------------- ------------------------------------ ------------------ ----------------------

</TABLE>


                                      B-1

<PAGE>

                                  CONFIDENTIAL


                                   APPENDIX C

<TABLE>
<CAPTION>


------------------------------------ ------------------------------------------------------------- --------------
MassARRAY                                                        ITEM                              PRICE
ENZYME PACK
------------------------------------ ------------------------------------------------------------- --------------
<S>                                  <C>                                                           <C>

                                     MassEXTEND Enzyme                                             [***]*
------------------------------------ ------------------------------------------------------------- --------------


------------------------------------ ------------------------------------------------------------- --------------
MassARRAY
POSITIVE CONTROL                                                 ITEM                              PRICE
PACK
------------------------------------ ------------------------------------------------------------- --------------
                                     MassEXTEND Template                                           [***]*
------------------------------------ ------------------------------------------------------------- --------------
                                     MassEXTEND Primer
------------------------------------ ------------------------------------------------------------- --------------


------------------------------------ ------------------------------------------------------------- --------------
MassARRAY
NUCLEOTIDE UNI-MIX                                               ITEM                              PRICE
PACK
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 1 - ddATP/dCTP/dGTP/dTTP                           [***]*
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 2 - ddCTP/dATP/dGTP/dTTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 3 - ddGTP/dATP/dCTP/dTTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 4 - ddTTP/dATP/dCTP/dGTP
------------------------------------ ------------------------------------------------------------- --------------


------------------------------------ ------------------------------------------------------------- --------------
MassARRAY
NUCLEOTIDE DI-MIX                                                Item                              Price
PACK
------------------------------------ ------------------------------------------------------------- --------------
                                     EXPEND Mix 5 - ddATP/ddCTP/dGTP/dTTP                          [***]*
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 6 - ddATP/ddGTP/dCTP/dTTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 7 - ddATP/ddTTP/dCTP/dGTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 8 - ddCTP/ddGTP/dATP/dTTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 9 - ddCTP/ddTTP/dATP/dGTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 10 - ddGTP/ddTTP/dATP/dCTP
------------------------------------ ------------------------------------------------------------- --------------


------------------------------------ ------------------------------------------------------------- --------------
MassARRAY
NUCLEOTIDE TRI-MIX                                               ITEM                              PRICE
PACK
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 11 - ddATP/ddCTP/ddGTP/dTTP                        [***]*
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 12 - ddATP/ddCTP/ddTTP/dGTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 13 - ddATP/ddGTP/ddTTP/dCTP
------------------------------------ ------------------------------------------------------------- --------------
                                     EXTEND Mix 14 - ddCTP/ddGTP/ddTTP/dATP
------------------------------------ ------------------------------------------------------------- --------------


</TABLE>

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         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.



                                      C-1
<PAGE>

                                  CONFIDENTIAL

                                   APPENDIX D


[***]*




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         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.


                                      D-1