**Exhibit 10.2**

 

**[NOTE: CERTAIN PORTIONS OF THISDOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEENREQUESTED FOR CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT. THECONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITI****ES AND EXCHANGECOMMISSION.]**

 

**LICENSE AGREEMENT**

 

In this License Agreement (“Agreement”), deCODE genetics, Inc., aDelaware corporation, having a place of business at Sturlugata 8, IS-101 Reykjavik, Iceland and its wholly-ownedsubsidiary, deCODE genetics, ehf, an Icelandic private limited company(collectively, hereinafter “deCODE”), and Celera Corporation, a Delawarecorporation, having a place of business at 1401 Harbor Bay Parkway, Alameda, CA94502 (hereinafter “Celera”), agree as follows:

 

Article I - Background

 

1.1           deCODE owns LicensedPatents (defined in Section 2.3 below).

 

1.2           Celera desires alicense 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) acorporation, firm or association which, or an individual who, owns a fiftypercent (50%) or more interest in a party hereto by stock ownership orotherwise, (b) a corporation, firm or association in which a party heretoowns 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%) ormore interest by stock ownership or otherwise is owned by a corporation, firmor association which, or an individual who, also owns a fifty percent (50%) ormore 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 inthe world that at any time relies for priority on or that contains identicaldisclosure as any patent

 

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application listed in Attachment A, all patents directly or indirectlyissuing from any of the foregoing applications, and all reissues,reexaminations, renewal or extensions of the foregoing patents. LicensedPatents further include all pending and future patent applications anywhere inthe world that disclose genetic markers and their use in diabetes-relatedpathologies or metabolic syndrome, and that are at any time owned or controlledby deCODE.

 

2.4                                 “LicensedProduct” means a product the manufacture, use, sale, offer to sell orimportation of which would, but for the license granted hereunder, infringe oneor more Valid Claims in Licensed Patents. Licensed Product includes, but is notlimited 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 medicalmanagement of a human being relating to diabetes-related pathologies ormetabolic syndrome. Licensed Field includes any and all internal research anddevelopment activities as well as clinical trials.

 

2.6                                 “LicensedTerritory” means the world.

 

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

 

Ifa Licensed Product as sold is part of a combination product that also detectsone or more genetic markers that are not claimed by a Valid Claim of LicensedPatents, the Net Sales of such Licensed Product for purposes of calculatingroyalties pursuant to Section 4.2 hereof shall be **[ConfidentialTreatment Requested]**.

 

Inthe event that a Licensed Product is sold pursuant to a “reagent/rental”program or comparable sale or lease program, that portion of the invoiced priceof such Licensed Product reasonably allocable to recovery of the cost of theinstrumentation will also be deducted in

 

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determiningNet Sales of such Licensed Product.

 

Inthe event that Celera transfers a Licensed Product to an Affiliate to performclinical laboratory testing services, Net Sales: (1) will be based on theAverage Sales Price, and (2) will not be based on the amounts received bysuch Affiliate for the performance of any clinical laboratory testing serviceusing such Licensed Product. In such case, such Licensed Product will beconsidered sold for purposes of calculating Net Sales when the Licensed Productis shipped by Celera to such Affiliate. The “Average Sales Price” forany Licensed Product will be calculated as follows:  **[Confidential TreatmentRequested]**.

 

2.8                                 “Valid Claim”means an issued, unexpired claim of a patent within Licensed Patents which hasnot been held invalid or otherwise unenforceable by a court from which noappeal has or can be taken.

 

Article III - LicenseGrant

 

3.1                                 deCODE herebygrants to Celera and its Affiliates a nonexclusive, royalty-bearing licenseunder the Licensed Patents to make, have made, use, sell, have sold, offer forsale and import Licensed Products in the Licensed Field and in the LicensedTerritory for the term of this Agreement. Celera will have no right tosublicense its rights granted hereunder beyond those rights granted topurchasers by virtue of the sale of Licensed Products pursuant to thisAgreement. deCODE retains all exclusive rights to use the Licensed Patents **[Confidential Treatment Requested]**. Notwithstanding deCODE’sexclusive rights in the foregoing sentence, Celera may use the Licensed Patentsin connection with **[Confidential TreatmentRequested]**.

 

3.2                                 Celera may sellLicensed Products to a distributor for resale, and to an Affiliate for use inrendering clinical laboratory testing services.

 

3.3                                 deCODE herebycovenants not to assert or assist others in asserting any patent at any timeowned or controlled by deCODE against Celera, its Affiliates, its distributorsor its customers for any activity licensed under this Agreement, provided thatCelera pays all royalties when due and is otherwise not in default under thisAgreement.

 

3.4                                 All rights andlicenses granted under this Agreement by deCODE to Celera and its Affiliatesare, and will otherwise be deemed to be, for purposes of Section 365(n) ofTitle XI 

 

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of the United States Code (the “Bankruptcy Code”), licenses of rightsto “intellectual property” as defined under Section 101(35A) of theBankruptcy Code.  The parties furtheragree that in the event of the commencement of a bankruptcy proceeding by oragainst deCODE under the Bankruptcy Code, Celera, to the extent permitted underapplicable laws and subject to Section 8.1, will be entitled to completeaccess, solely for use in connection with the licenses granted hereunder, toany such intellectual property pertaining to the rights granted in the licenseshereunder of deCODE and all embodiments of such intellectual property.  deCODE covenants not to commence anyproceeding in or for bankruptcy, insolvency, dissolution or winding up ofdeCODE or any of its Affiliates outside of the United States.

 

Article IV - Consideration

 

4.1           Celerawill pay to deCODE a one-time payment of **[Confidential TreatmentRequested]** after the first achievement of **[ConfidentialTreatment Requested]**.  Inaddition, Celera will pay to deCODE another one-time payment of **[Confidential Treatment Requested]**after the firstachievement of **[Confidential Treatment Requested]**.

 

4.2           Celera will pay todeCODE a royalty of **[Confidential TreatmentRequested]** of the Net Sales of each Licensed Product sold.

 

4.3           If, in the exercise of good faith andreasonable commercial judgment, Celera decides to take a license in any countryunder any third party patent in order to permit Celera to manufacture, use,sell, offer to sell or import Licensed Products in that country, then Celeramay deduct the royalty payments required to be paid by Celera under such thirdparty license in such country against the royalty payment otherwise owed todeCODE on Net Sales of Licensed Products in such country, provided that in noevent will the deducted amounts exceed **[Confidential TreatmentRequested]**of the royalty payment otherwise owed to deCODEhereunder.

 

## 4.4           Within sixty (60) days afterthe end of each calendar quarter, Celera will send to deCODE a written reportsetting forth the Net Sales and quantity of each Licensed Product sold duringthe preceding quarter.  Each such reportwill be accompanied by payment of the royalties 

 

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## due hereunder.  A final reportwill be sent to deCODE within sixty (60) days after termination or expirationof this Agreement.

##  

4.5           Celera will book allsales in the Licensed Territory. Celera will keep good and accurate books ofaccount for three (3) years following the end of each calendar year in whichroyalties are payable to permit determination of the royalties due hereunderand will make such books of account available for inspection by an independentaccountant designated by deCODE and reasonably acceptable to Celera.  Such inspections will be no more frequent thanonce each calendar year during the term hereof and once within six (6) monthsafter termination of this Agreement.  Aperiod which has been inspected once may not be inspected again. deCODE willrequire the designated accountant to retain in confidence the information inthe books of account and permit such accountant to report to deCODE only theaccuracy or inaccuracy of the reports rendered pursuant to Section 4.4hereof.  Such inspections will be atdeCODE’s expense unless the designated accountant identifies underpayment ofroyalties due by **[Confidential Treatment Requested]**.

 

4.6           All amounts payableunder this Agreement will be in U.S. dollars. Where the sales occurred in another currency, Celera will convert toU.S. dollars using the buy rate as disclosed in the *Wall StreetJournal*(Eastern U.S. Edition) for the last business day of theapplicable calendar quarter.

 

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

 

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accrue interest beginning the fifteenth (15th) day following the due date thereof calculated atthe prime rate reported in the *Wall Street Journal*(EasternU.S. Edition) for the last business day of the applicable calendar quarter,plus one percent (1%).

 

4.8           In the event anyoverpayment by Celera of royalties is discovered, deCODE will promptly refundthe overpayment plus interest at the rate provided in Section 4.7 from thedate of overpayment or, at deCODE’s election, Celera may deduct the overpaymentplus interest amount from future payments owed under this Agreement.

 

Article V - Term andTermination

 

5.1           This Agreementincluding all licenses granted hereunder will be effective on the EffectiveDate and will expire on expiration of the last Licensed Patent to expire unlessearlier terminated pursuant to the terms hereof.

 

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

 

5.3           This Agreement maybe terminated by either party for a material breach by the other party of the provisionshereof.  Such termination will beeffective sixty (60) days after written notice to the other party of thematerial breach if the material breach has not been remedied.

 

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

 

5.5           The rights andobligations 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 toeffect the purposes

 

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thereof.

 

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

 

Article VI – Warrantyand Indemnity

 

6.1                                 deCODErepresents and warrants that it is the sole and exclusive owner of the LicensedPatents, that it has the right to grant the license to Celera and itsAffiliates under this Agreement, and it is not a party to any existingassignments, grants, licenses, encumbrances, obligations or agreements, writtenor oral, inconsistent with this Agreement, and that no Licensed Patent has beenmortgaged, pledged, assigned for security purposes, encumbered or otherwiseconveyed as collateral to secure any obligation.

 

6.2                                 Nothing in thisAgreement will be construed as:

 

(a)           a warranty orrepresentation by either party as to the validity, enforceability or scope ofany Licensed Patent; or

 

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

 

(c)           an obligation byeither party to furnish any manufacturing or technical information except asspecifically provided herein; or

 

(d)           granting byimplication, estoppel, or otherwise, any license or rights under patents, tradesecrets, knowhow, copyrights, or other intangible rights of deCODE other thanthe Licensed Patents.

 

6.3                                 deCODE makes norepresentations, extends no warranties of any kind, either

 

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express or implied, and assumes no responsibilities whatever withrespect to manufacture, use, sale or other disposition by Celera, itsAffiliates or its distributors or its customers or transferees or theircustomers of products or methods incorporating or made by use of LicensedPatents licensed under this Agreement.

 

6.4           CELERA HEREBYWAIVES, RELEASES AND RENOUNCES ANY AND ALL WARRANTIES, GUARANTEES, OBLIGATIONS,LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OROTHERWISE, WITH RESPECT TO THE USEFULNESS OR FREEDOM FROM DEFECTS OF THELICENSED PATENTS, INCLUDING, BUT NOT LIMITED TO, (a) ANY IMPLIED WARRANTYOF MERCHANTABILITY OR FITNESS, (b) ANY IMPLIED WARRANTY ARISING FROM COURSEOF PERFORMANCE, COURSE OF DEALING OR USAGE IN THE TRADE, and (c) ANYOBLIGATION, RIGHT, LIABILITY, CLAIM OR REMEDY FOR (1) LOSS OF USE, REVENUEOR PROFIT, OR ANY OTHER DAMAGES, (2) INFRINGEMENT OF THIRD PARTYINTANGIBLE PROPERTY RIGHTS, and (3) INCIDENTAL OR CONSEQUENTIAL DAMAGES.

 

Article VII - PatentMarking

 

7.1           Celera will markeach Licensed Product, either on a product insert or other materialsaccompanying such Licensed Product or the Licensed Product itself, with theappropriate numbers of issued patents within the Licensed Patents.

 

Article VIII – Confidentiality and Information Exchange

 

## 8.1           Eachparty 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 andconditions of this Agreement and confidential information accessed under Section 3.4.  Notwithstanding the foregoing, each party maydisclose the existence and unredacted terms and conditions of this Agreementand such

 

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## confidential information to the extent (and only to the extent) suchdisclosure is reasonably necessary in the following instances:  (i) by such party in order to comply withapplicable non-patent law (including any securities law or regulation or the rules ofa securities exchange) or with judicial process, if in the reasonable opinionof 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 tomake any such disclosure sufficiently prior to making such disclosure so as toallow such other party adequate time to review and comment on such disclosureand further to take whatever action it may deem appropriate to protect theconfidentiality of the information to be disclosed; (ii) by such party toa *bona fide* potential and actualpermitted assignee in connection with a proposed permitted assignment of thisAgreement under Section 11.1 or to investment bankers, investors andlenders, and in each such case their directors, employees, legal counsel,consultants, accountants, auditors and advisors, provided such assignee must bebound prior to disclosure by confidentiality and non-disclosure restrictions atleast as restrictive as those set forth herein, and such investment bankers,investors and lenders must be bound prior to disclosure by commerciallyreasonable obligations of confidentiality; or (iii) by such party in orderto enforce and exploit its rights or perform its obligations under thisAgreement.

##  

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

##  

## 8.3           Ifa party determines that it is required by applicable law to publicly file,register or notify this Agreement with a governmental authority, includingpublic filings pursuant to securities laws, it will provide the proposedredacted form of the Agreement to the other party with a reasonable amount oftime for the other party to review such draft and agree upon such

 

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## redacted form of the Agreement. The party making such filing,registration or notification will request, and use commercially reasonableefforts to obtain, confidential treatment of all terms redacted from thisAgreement for a term of at least five years. Each party will be responsible forits 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 resultsrelating to the clinical utility of any genetic marker covered by LicensedPatents in the Licensed Field by providing a copy of any manuscript describingsuch results promptly after its submission for publication. The receiving partywill 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 willpromptly and vigorously file, prosecute and maintain the Licensed Patents atdeCODE’s sole expense.

##  

## 9.2         Celera willadvise deCODE promptly upon becoming aware of any infringement or suspectedinfringement of Licensed Patents by a third party in the Licensed Field.  In the event of suspected infringement of anyof Licensed Patents by a third party in the Licensed Field, deCODE willpromptly, within its reasonable business judgment, take all actions reasonablyrequired to restrain such infringement. deCODE may investigate, institute and prosecute reasonable legalproceedings or negotiations at its own expense and has the right to retain alldamages and proceeds recovered through its efforts, in settlement or through ajudgment, in all such proceedings or negotiations.  Celera will continue to make all payments dueto deCODE pursuant to this Agreement so long as deCODE is reasonably enforcingits legal rights with respect to any such infringer.

##  

9.3           If deCODE has not initiated an actionfor infringement against a third party identified in writing by Celera orotherwise abated the identified infringement within ninety (90)

 

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daysafter such notice, and if such alleged infringement is in competition withsales of Licensed Products by Celera or its Affiliates or distributors, thenCelera may suspend payment of royalties pursuant to Section 4.2 and anymilestone payment that has not yet become due pursuant to Section 4.1, ineach case withrespect to each patent in each country that is the subject of such claimedinfringement, until deCODE eitherfiles suit against such third party or otherwise causes abatement of suchinfringement.

 

Article X – Assignment

 

10.1         Neither thisAgreement, nor any rights or obligations hereunder, may be assigned, pledged orencumbered by Celera without the express prior written consent of deCODE, suchconsent not to be unreasonably withheld, conditioned or delayed, *provided however,*that Celera may assign this Agreement orany of its rights or obligations hereunder to any Affiliate or to a third partywith which it may merge or consolidate, or to which it may transfer all orsubstantially all of its assets or business to which this Agreement relates,without obtaining the consent of deCODE, as long as such third party agrees inwriting to be bound by the terms and conditions of this Agreement for thebenefit of deCODE.

 

10.2         deCODE may notassign, pledge, encumber or delegate its rights or obligations under thisAgreement without obtaining the prior consent of Celera,*providedhowever,*that deCODE may assign this Agreement or any of its rightsor obligations hereunder to any United States Affiliate or to a third partydomiciled in the United States with which it may merge or consolidate, or towhich it may transfer all or substantially all of its assets or business towhich this Agreement relates, without obtaining the consent of Celera, as longas such Affiliate or third party agrees in writing to be bound by the terms andconditions of this Agreement for the benefit of Celera.

 

10.3         deCODE will notassign or otherwise transfer title to any Licensed Patent to any third partywithout first obtaining written agreement from such third party to the termsand conditions of this Agreement that apply to deCODE.  In the event of any such assignment or titletransfer, deCODE will deliver to Celera the original of such written agreementby the third party

 

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

 

Article XI – Alternative Dispute Resolution

 

11.1         Anycontroversy or dispute arising out of or in connection with interpretation,performance, breach or termination of this Agreement, but excluding validity orenforceability of Licensed Patents, that the parties are unable to resolvewithin a ninety (90) days after written notice by one party to the other of theexistence of such controversy or dispute, will be submitted to arbitration. Thedispute or controversy will be finally settled by arbitration in accordancewith the Commercial Rules of the American Arbitration Association (AAA),as modified in this Article. Such arbitration will take place in English inWilmington, Delaware U.S.A. before a single arbitrator selected by the partiesfrom 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 ofDelaware and the United States, and will render a written decision with thereasons therefor within three (3) months after the date the matter issubmitted to arbitration. The decision of the arbitrator will be binding andconclusive on the parties, and they will comply with such decision in goodfaith. Each party hereby submits itself to the jurisdiction of the courts ofthe State of Delaware, but only for the entry of judgment with respect to thedecision of the arbitrator hereunder, including injunctive relief ifappropriate to render effective the arbitrator’s decision. Notwithstanding theforegoing, judgment on the award by the arbitrator may be entered in any courtof the State of Delaware or any court having jurisdiction. If judicialenforcement or review of the arbitrator’s decision is sought, the prevailingparty will be entitled to its costs and reasonable attorneys’ fees in additionto any amount of recovery ordered by the court.

 

Article XII - Miscellaneous

 

12.1         A waiver of anybreach of any provision of this Agreement will not be construed as a continuingwaiver of other breaches of the same or other provisions of this Agreement.

 

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

 

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relation between the parties hereto.

 

12.3         This Agreementconstitutes the entire agreement and understanding of the parties with regardto the subject matter hereof and merges and supersedes all prior discussions,negotiations, understandings and agreements between the parties concerning thesubject matter hereof.  Neither partywill be bound by any definition, condition, warranty, right, duty or covenant otherthan as expressly stated in this Agreement or as subsequently set forth in awritten document signed by both parties. Each party expressly waives any implied right or obligation regardingthe subject matter hereof.

 

## 12.4         This Agreement will beinterpreted and construed, and the legal relations created herein will bedetermined, in accordance with the laws of the State of Delaware (excludingconflicts of laws) and the United States.

##  

12.5         This Agreement may beamended only by a written document signed by authorized representatives of bothparties.

 

12.6         Each party heretoagrees to execute, acknowledge and deliver all such further instruments, and todo all such further acts, as may be necessary or appropriate to carry out theintent and purposes of this Agreement.

 

12.7         The headings containedin this Agreement are for reference purposes only and will not affect in anyway the meaning or interpretation of this Agreement.

 

12.8         Should any part orprovision of this Agreement be held unenforceable or in conflict with the lawof any jurisdiction, the validity of the remaining parts or provisions will notbe affected by such holding.  In theevent a part or provision of this Agreement held unenforceable or in conflictwith law affects consideration to either party, the parties agree to negotiatein good faith amendment of such part or provision in a manner consistent withthe intention of the parties as expressed in this Agreement.

 

12.9         Neither party will beresponsible or liable to the other party for nonperformance or delay inperformance of any terms or conditions of this Agreement due to acts oroccurrences beyond the control of the nonperforming or delayed party, includingbut not limited to, acts of God, acts of government, wars, riots, strikes orother labor disputes, shortages of labor or

 

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materials, fires and floods, provided the nonperforming or delayedparty provides to the other party written notice of the existence and thereason for such nonperformance or delay.

 

12.10       (a)           Any and all notices or othercommunications required or permitted by this Agreement or by law to be servedon or given to either party hereto by the other party will be in writing anddelivered 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 bywritten notice to the other party.

 

(b)        All notices or othercommunications will be deemed duly served and given on the date when personallydelivered to the party to whom it is directed, when transmitted electronicallyby facsimile, or when deposited in the United States mail, first class, postageprepaid, and addressed to the party at the address in Section 12.10 (a).

 

12.11       This Agreement will beexecuted by each party in duplicate originals, each of which will be deemed anoriginal, but both originals together will constitute only one and the sameinstrument.

 

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

 

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|   | 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 |

 

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** **

**ATTACHMENT A**

 

**[Confidential TreatmentRequested]**

** **

**16**

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**ATTACHMENTB**

** **

**Draft Press Release**

** **

**17**

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