**Exhibit 10.1**

 

**[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

 

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

 

2.4                                 “LicensedProduct” means a product the manufacture, use, sale, offer to sell or importationof which would, but for the license granted hereunder, infringe one or moreValid Claims in Licensed Patents. Licensed Product includes, but is not limitedto, individual reagents, reagent sets that may be used in combination, andkits.

 

2.5                                 “Licensed Field”means the diagnosis, risk assessment, treatment response or any other medicalmanagement of a human being relating to cardiovascular and vascular diseases,including, but not limited to, coronary heart disease, coronary artery disease,myocardial infarction, abdominal aortic aneurysm, intracranial aneurysm,cardiac arrhythmia, atrial fibrillation, stroke, diabetes and metabolicsyndrome. Licensed Field includes any and all internal research and developmentactivities 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 4.3 hereof shall be **[ConfidentialTreatment Requested]**.

 

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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 determining Net Sales of such LicensedProduct.

 

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

##  

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

 

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Article III - License Grant

 

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

 

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 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

 

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

 

Article IV - Consideration

 

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

 

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

 

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

 

4.4           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.

 

## 4.5           Within sixty(60) days after the end of each calendar quarter, Celera will send to deCODE awritten report setting forth the Net Sales and quantity of each LicensedProduct sold during the preceding quarter. Each such report will be accompanied by payment of the royalties duehereunder.  A final report will be sentto deCODE within sixty (60) days after termination or expiration of thisAgreement.

 

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4.6           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 inwhich royalties are payable to permit determination of the royalties duehereunder, and will make such books of account available for inspection by anindependent accountant designated by deCODE and reasonably acceptable toCelera.  Such inspections will be no morefrequent than once each calendar year during the term hereof and once withinsix (6) months after termination of this Agreement.  A period which has been inspected once maynot be inspected again. deCODE will require the designated accountant to retainin confidence the information in the books of account and will permit suchaccountant to report to deCODE only the accuracy or inaccuracy of the reportsrendered pursuant to Section 4.5 hereof. Such inspections will be at deCODE’s expense unless the designatedaccountant identifies underpayment of royalties due by **[ConfidentialTreatment Requested]**.

 

4.7           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.

 

4.8           In the event anypayment due hereunder is not made when due, the payment will accrue interestbeginning the fifteenth (15th) day following the due date thereof calculated at the prime ratereported in the *Wall Street Journal*(Eastern U.S.Edition) for the last business day of the applicable calendar quarter, plus onepercent (1%).

 

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

 

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Article V - Term and Termination

 

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 theprovisions hereof.  Such termination willbe effective sixty (60) days after written notice to the other party of the materialbreach 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 8, Article 12, Article 13, Section 3.4,Section 4.5, and Section 4.6 will survive termination of thisAgreement to the extent necessary to effect the purposes thereof.

 

5.6           The right of eitherparty to terminate under the provisions of this Article will not be anexclusive 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.

 

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Article VI – Warranty and 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 ofeither 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 express or implied,and assumes no responsibilities whatever with respect to manufacture, use, saleor other disposition by Celera, its Affiliates or its distributors or itscustomers or transferees or their customers of products or methodsincorporating or made by use of Licensed Patents 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

 

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

 

Article VII - Patent Marking

 

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

 

## 8.1           Each party will hold in strict confidence and will notdisclose to any third party (other than their directors, employees, legalcounsel, consultants, accountants, auditors and advisors who have a need toknow) the existence or terms and conditions of this Agreement and confidentialinformation accessed under Section 3.4. Notwithstanding the foregoing, each party may disclose the existence andunredacted terms and conditions of this Agreement and such confidentialinformation to the extent (and only to the extent) such disclosure isreasonably necessary in the following instances:  (i) by such party in order to complywith applicable non-patent law (including any securities law or regulation orthe rules of a securities exchange) or with judicial process, if in thereasonable opinion of such party’s counsel, such disclosure is necessary forsuch compliance, provided that such party shall notify the other party of suchparty’s intent to make any such disclosure sufficiently prior to making suchdisclosure so as to allow such other

 

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

##  

## 8.2           The parties agree that the public announcement of theexecution of this Agreement will be in the form of a press release to be agreedupon and attached hereto as Attachment B, and thereafter each party will beentitled to make or publish any public statement consistent with the contentsthereof.  Thereafter, the parties shalljointly discuss and agree, based on the principles of this Section 8.2, onany statement to the public regarding this Agreement or any aspect of thisAgreement subject in each case to disclosure required by law as determined ingood faith by each party.

##  

## 8.3           If a party determines that it is required by applicablelaw to publicly file, register or notify this Agreement with a governmentalauthority, including public filings pursuant to securities laws, it willprovide the proposed redacted form of the Agreement to the other party with areasonable amount of time for the other party to review such draft and agreeupon such 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.

 

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Article IX – **[ConfidentialTreatment Requested]**

 

Article X – Patent Prosecution and Enforcement

 

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

 

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

 

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

##  

10.3         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, then (i) Celera will have the right to file andcontrol suit against such infringer, in the name of deCODE and at Celera’sexpense and for Celera’s benefit, (ii) deCODE will consent to be a partyand to cooperate with Celera in any such suit brought by Celera pursuant tothis Section 10.3 (provided, however, that Celera shall not enter into anysettlement that deprives deCODE of any rights or imposes on deCODE anyobligations without deCODE’s prior written consent), and (iii) Celera willbe permanently relieved of the payment of royalties that might accrue pursuantto Section 4.3, and of milestone payments that might otherwise becomepayable, during pendency of any such suit with respect to each patent in eachcountry that is the subject of such suit.

 

Article XI – Assignment

 

11.1         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.

 

11.2         deCODE may not assign,pledge, encumber or delegate its rights or obligations under this Agreementwithout 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

 

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Celera.

 

11.3         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 within thirty (30) days after such assignment or titletransfer.

 

Article XII – Alternative Dispute Resolution

 

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

 

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

 

Article XIII - Miscellaneous

 

13.1         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.

 

13.2         Nothing herein willbe deemed to create an agency, joint venture or partnership relation betweenthe parties hereto.

 

13.3         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 covenantother than as expressly stated in this Agreement or as subsequently set forthin a written document signed by both parties. Each party expressly waives any implied right or obligation regardingthe subject matter hereof.

 

## 13.4         This Agreementwill be interpreted and construed, and the legal relations created herein willbe determined, in accordance with the laws of the State of Delaware (excludingconflicts of laws) and the United States.

##  

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

 

13.6         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.

 

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

 

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

 

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

 

13.9         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 materials, fires and floods,provided the nonperforming or delayed party provides to the other party writtennotice of the existence and the reason for such nonperformance or delay.

 

13.10       (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          |
|---------|-----------------------------------|
|    | deCODE  genetics, Inc.       |
|    | Sturlugata 8                      |
|    | IS-101 Reykjavik, Iceland         |
|    |                              |
|    | With  a copy to: General Counsel  |
|    |                              |
| Celera: | Chief  Business Officer           |
|    | Celera  Corporation               |
|    | 1401  Harbor Bay Parkway          |
|    | Alameda,  CA 94502                |
|    |                              |
|    | With  a copy to: Legal Department |

 

Each party may change its address for purposes of this Agreement 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

 

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

 

13.11       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.

 
|   | 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]**

** **

**18**

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**ATTACHMENT B**

 

Draft Press Release

 

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** **

**ATTACHMENT C**

 

Irrevocable Power of Attorney

 

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**IRREVOCABLE POWER OF ATTORNEY**

 

Eachof deCODE genetics, Inc., a Delaware corporation, having a place ofbusiness at Sturlugata 8, IS-101Reykjavik, Iceland and its wholly-owned subsidiary, deCODE genetics,ehf, an Icelandic private limited company (collectively, hereinafter “deCODE”),hereby irrevocably appoints Celera Corporation (“Celera”) as attorney(s) oragent(s) to represent the undersigned before the United States Patent andTrademark Office and comparable offices in other jurisdictions in connectionwith 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 application listed in Attachment A hereto, all patentsdirectly or indirectly issuing from any of the foregoing applications, and allreissues, reexaminations, renewal or extensions of the foregoing patents.

 

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

 

Dated:  April    ,2009

 
|   | deCODE  genetics, Inc. |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         |   |
|   | Name:                       | Kári  Stefánsson |
|   | Title:                      | Chief  Executive Officer |
|   | Date:                       | April 17,  2009 |
|   |                        |
|   |                        |
|   | deCODE  genetics, ehf       |
|   |                        |
|   |                        |
|   | By:                         |   |
|   | Name:                       | Kári  Stefánsson |
|   | Title:                      | Chief  Executive Officer |
|   | Date:                       | April 17,  2009 |

 

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