**Exhibit
      4.16**







**TM
      BIOSCIENCE - LUMINEX**


**AMENDED
      AND RESTATED**


**DEVELOPMENT
      AND SUPPLY AGREEMENT**











Table
      of
      Contents


ARTICLE
                  1 DEFINITIONS
              2ARTICLE
                  2 DEVELOPMENT AND COMMERCIALIZATION
              8ARTICLE
                  3 DISTRIBUTION AND LICENSE
              11ARTICLE
                  4 SUPPLY, PRICING AND ROYALTIES
              14ARTICLE
                  5 EXCLUSIVITY OF EFFORTS AND COMPLIANCE WITH LAWS
              20ARTICLE
                  6 MAINTENANCE, SUPPORT AND TRAINING
              21ARTICLE
                  7 REPRESENTATIONS AND WARRANTIES
              22ARTICLE
                  8 TERM AND TERMINATION
              23ARTICLE
                  9 LUMINEX TRADEMARKS
              24ARTICLE
                  10 CONFIDENTIALITY
              25ARTICLE
                  11 INDEMNIFICATIO
              26ARTICLE
                  12 MISCELLANEOUS
              28EXHIBIT
                ASPECIFICATIONSEXHIBIT
                BEND
                USER LICENSESEXHIBIT
                CFIELDSEXHIBIT
                DLUMINEX
                INSTRUMENT PRICINGEXHIBIT
                ELUMINEX
                BEAD PRICINGEXHIBIT
                FTRADEMARKSEXHIBIT
                GTRADEMARK
                USAGE GUIDELINESEXHIBIT
                HESCROW
                AGREEMENTEXHIBIT
                IAFFILIATES
                OF TM






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      text has been omitted pursuant to a request for confidential treatment and
      has
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      document contains confidential information and cannot be shared in any format
      with any third party without the express written permission of Luminex
      Corporation.


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**AMENDED
      AND RESTATED**


**DEVELOPMENT
      & SUPPLY AGREEMENT**





This
      Amended and Restated Development & Supply Agreement (this “ Agreement ”),
      dated
      and effective as of March 28, 2006 (the “ Effective
      Date ”),
      is
      entered into by and between Luminex Corporation, a Delaware corporation with
      principal offices at 12212 Technology Boulevard, Austin, Texas 78727
      (“ Luminex ”)
      and TM
      BIOSCIENCE CORPORATION, an Ontario corporation with principal offices at 439
      University Avenue, Suite 2000, Toronto, Ontario M5G 1Y8 (“ TM ”).





**BACKGROUND**





A.
            Luminex
                has developed Beads (as defined below) for detection and quantification
                of
                analytes either singly or in multiplexed (multiple analytes
                simultaneously) form and has developed Luminex Instruments (as defined
                below) for use with such Beads.





B.
            The
                Parties (as defined below) desire that TM develop, distribute,
                manufacture, market and sell Kits (as defined below) incorporating
                Tests
                (as defined below) for use with certain Fields (as defined below),
                and
                that TM distribute Luminex Instruments for use with such Kits.





C.
            The
                Parties previously entered into that certain Development and Supply
                Agreement dated as of March 28, 2001 and subsequently amended on
                February
                28, 2005, on March 31, 2005 and on January 6, 2006 (the “Prior
                Agreement”),
                and desire to supersede and replace the Prior Agreement in its entirety
                with this Agreement.





NOW
      THEREFORE, for and in consideration of the covenants, conditions, and
      undertakings hereinafter set forth, it is agreed by and between the Parties
      as
      follows:







**ARTICLE
      1**


**DEFINITIONS**





Unless
      specifically set forth to the contrary herein, the following terms, where used
      in the singular or plural, shall have the respective meanings set forth
      below.




1.1  “ Affiliate ”
means
      any entity that directly or indirectly owns, is owned by or is under common
      ownership with a Party, where “owns” or “ownership” means direct or indirect
      possession and/or control of at least fifty percent (50%) of the outstanding
      voting securities of a corporation or a comparable equity interest in any other
      type of entity, and as specficially set forth in Exhibit
      I .
      From
      time to time during the term of this Agreement, if TM requests that Exhibit
      I shall be
      expanded to include additional Affiliates, such Affiliates shall be included
      on Exhibit
      I based on
      mutual written consent by the Parties.




1.2  “ Agreement ”
shall
      have the meaning attributed to it in the first paragraph.




1.3  “ Assignment
      Fee ”
shall
      have the meaning attributed to it in Section 12.2(a).






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          text has been omitted pursuant to a request for confidential treatment
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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1.4  Beads ”
means
      fluorescently-dyed carboxylated microsphere beads supplied by Luminex for use
      with Luminex Instruments and made available by Luminex generally to customers
      for use in tests as specifically set forth in Exhibit
      E .




1.5  “ Bead
      Specifications ”
means
      the specifications for the Beads set forth in Exhibit
      A attached
      hereto as may be amended from time to time in accordance with Section 4.3
      hereof.




1.6  “ Bio-Threat
      Agent Testing ”
shall
      have the meaning attributed to it in Section 3.8(a) .




1.7  “ Business
      Day(s )”
shall
      mean any day that the New York Stock Exchange is open and which is not a
      Saturday or a Sunday.




1.8  “ Calendar
      Year ”
means
      each twelve-month (12-month) period during the term of the Agreement beginning
      January 1 and ending December 31.




1.9  “ Claim ”
shall
      have the meaning attributed to it in Section 11.1.




1.10  “ Committee ”
shall
      have the meaning attributed to it in Section 2.5 .




1.11  “ Confidential
      Information ”
of
      a
      Party shall mean any and all material or information of a Party or any of its
      Affiliates (the “ Disclosing
      Party ”)
      which
      has or shall come into the possession or knowledge of the other Party or any
      of
      its Affiliates (the “ Recipient
      Party ”)
      in
      connection with, or as a result of, entering into this Agreement including
      information concerning the Disclosing Party’s past, present and future
      customers, suppliers, technology, and business. For the purposes of this
      definition, “material” and “information” include know-how, data, patents,
      copyrights, trade secrets, processes, techniques, programs, designs, formulae,
      marketing, advertising, financial, commercial, sales or programming materials,
      written materials, compositions, drawings, diagrams, computer programs, studies,
      work in progress, visual demonstrations, ideas, concepts, and other data, in
      oral, written, graphic, electronic, or any other form or medium whatsoever.
      Notwithstanding the foregoing, “Confidential Information” does not include the
      following material or information:





(i)
            material
                or information which is in the public domain when it is received
                by or
                becomes known to the Recipient Party or which subsequently enters
                the
                public domain through no fault of the Recipient Party (but only after
                it
                enters the public domain);





(ii)
            material
                or information which is already known to the Recipient Party at the
                time
                of its disclosure to the Recipient Party by the Disclosing Party
                and is
                not the subject of an obligation of confidence of any
                kind;





(iii)
            material
                or information which is independently developed by the Recipient
                Party
                without any use of or reference to the Confidential Information of
                the
                Disclosing Party where such independent development can be established
                evidence that would be acceptable to a court of competent jurisdiction;
                and





(iv)
            material
                or information which is received by the Recipient Party in good faith
                without an obligation of confidence of any kind from a third party
                who the
                Recipient Party has not reason to believe was not lawfully in possession
                of such information free of any obligation of confidence of any kind,
                but
                only until the Recipient Party subsequently comes to have reason
                to
                believe that such information was subject to an obligation of confidence
                of any kind when originally
                received.






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          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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1.12  “ Control ”
shall
      mean control in any manner that results in control in fact, whether directly
      through the ownership of securities or indirectly through trust, agreement,
      or
      arrangement, including the ownership by a single person or entity of fifty
      percent (50%) or more of the securities or other ownership interest representing
      the equity, the voting stock or general partnership of a Party.




1.13  “ CPI ”
shall
      mean the annual United States Consumer Price Index published by the U.S. Bureau
      of Labor Statistics.




1.14  “ Delivery
      Location ”
shall
      have the meaning attributed to it in Section 4.4 .




1.15  “ Disclosing
      Party ”
shall
      have the meaning attributed to it in Section 1.11.




1.16  “ Discontinued
      Luminex Products ”
shall
      have the meaning attributed to it in Section 4.14.




1.17  “ Effective
      Date ”
shall
      mean the date of this Agreement indicated in its first paragraph.




1.18  “ End
      User ”
shall
      mean the purchaser of a Kit and/or Luminex Instrument from TM, a TM Affiliate
      or
      Subdistributor, where such purchase is for the purpose of generating Test
      results on behalf of such purchaser or one or more third parties and not for
      the
      purpose of re-selling the Kit(s) and/or the Luminex Instrument.




1.19  “ End
      User License ”
shall
      mean any one of the license agreements set out in Exhibit
      B ,
      as
      applicable







1.20  “ End
      User Licenses and Terms and Conditions ”
shall
      have the meaning attributed to it in Section 3.4 .




1.21  “ End
      User Manual ”
means
      the documentation that accompanies Luminex Instruments and Beads, and which
      provides an End User with installation instructions and functional
      specifications for each such product.




**1.22**  **(*)**




**1.23**  **(*)**




1.24  “ Fields ”
means
      the fields set forth in Exhibit
      C.




1.25  “ GAAP ”
shall
      mean generally accepted accounting principles in the United States.








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-4-




1.26  “ Human
      Histocompatability Testing ”
shall
      have the meaning attributed to it in Section 3.8(b) .




1.27  “ Included
      Software ”
shall
      mean all software provided by Luminex with the Instrument that manipulates,
      organizes, compiles, captures, or similarly processes data, from the point
      of
      data entry into the Luminex Instrument to the point of data output from the
      Luminex Instrument, including digital signal processing software, data
      acquisition software, instrument calibration operations software, instrument
      control firmware, graphical user interface software components, and print
      formatting software features. Also included in this definition of “Included
      Software” is all software code exposed to TM by Luminex through any interface
      and provided by Luminex with the Instrument.




1.28  “ Initial
      Term ”
shall
      have the meaning attributed to it in Section 8.1 .




1.29  “ Installation
      Rate ”
shall
      have the meaning attributed to it in Section 4.6(d).




1.30  “ Kit ”
means
      the combination of (i) Beads conjugated to biological reactants, (ii) Beads
      conjugated to universal sequences, (iii) standards for use with (i) and (ii),
      and (iv) other ancillary materials (e.g. buffers) intended for use with (i)
      and/or (ii) and required for performance of Tests. A “Kit(s)” must contain all
      of the foregoing components and must be branded by TM in accordance with Article
      9 hereof.




1.31  “ Kit
      Royalties ”
shall
      have the meaning attributed to it in Section 4.6(b).




1.32  “ Losses ”
shall
      have the meaning attributed to it in Section 11.1.




1.33  “ Luminex ”
shall
      have the meaning attributed to it in the first paragraph.




1.34  “ Luminex
      Instrument ”
means
      a
      laser-based fluorescent analytical test system consisting of Luminex’s
      instrumentation and the Software, with computer components, as specifically
      identified in Exhibit
      D .




1.35  “ Luminex
      Instrument Specifications ”
means
      the specifications for the Luminex Instrument set forth in Exhibit
      A attached
      hereto as may be amended from time to time in accordance with Section 4.3
      hereof.




1.36  “ Luminex
      Intellectual Property Rights ”
means
      Patent Rights, copyrights and all other intellectual property rights that
      Luminex has or acquires during the Term in connection with the Beads or the
      Luminex Instruments, by way of sale, license or otherwise, but shall exclude
      the
      intellectual property rights licensed to Luminex under the License Agreement
      between the Parties dated March 28, 2001.




1.37  “ Luminex
      Trademarks ”
shall
      have the meaning attributed to in Section 9.1(a) and
      includes, without limitation, the trademarks set out in Exhibit
      F .




1.38  “ Minimum
      Royalty Payments ”
shall
      have the meaning attributed to it in Section 4.7






(*)
          this
          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-5-




1.39  “ Multiplexed
      Bead Assays ”
means
      assays comprised of fluorescently-dyed microsphere beads which simultaneously
      detect one or more analytes using a single sample.




1.40  “ Net
      Sales ”
shall
      mean the total amounts invoiced by or on behalf of TM for the sale or other
      commercial exploitation of a Kit to End Users, after deducting, in accordance
      with GAAP, the following: (i) customs duties and taxes (e.g., sales, excise,
      withholding and value -added taxes), other than taxes based on TM’s income; and
      (ii) freight, insurance and other shipment expenses.




1.41  “ Nonconformity ”
shall
      have the meaning attributed to it in Section 7.2.




1.42  “ Party ”
shall
      mean TM or Luminex.




1.43  “ Patent
      Rights ”
shall
      mean any domestic or foreign patents and patent applications, any regional
      patents, certificates of invention and utility models which have been opened
      for
      public inspection and all reissues, divisions, continuations,
      continuations-in-part, extensions (including any extensions thereof under
      applicable United States laws or foreign equivalents), supplementary protection
      certificates, registrations, or re-examinations of these patents, as applicable,
      which relate to Beads or Luminex Instruments and which are owned, licensed
      or
      otherwise acquired by Luminex during the Term.




1.44  “ Prior
      Agreement ”
shall
      have the meaning attributed to it in the background paragraph.




1.45  “ Product ”
shall
      have the meaning attributed to it in Section 7.2.




1.46  “ Proportional
      Share ”
shall
      have the meaning attributed to it in Section 4.1(e).




1.47  “ Quarter ”
shall
      mean a period of three (3) consecutive months of a Calendar Year starting on
      January 1, April 1, July 1, or October 1.




1.48  “ Recipient
      Party ”
shall
      have the meaning attributed to it in Section 1.11.




**1.49**  **(*)**




1.50  “ Software” shall
      mean the Included Software in machine executable object code format and Updates
      thereto, in each case that are made available by Luminex generally to its
      customers as part of the Luminex Instrument.




1.51  “Specifications”
      means the Bead Specifications and the Luminex Instrument
      Specifications.




1.52  “ Subdistributors ”
shall
      have the meaning attributed to it in Section 3.7 .




**1.53**  **(*)**






(*)
          this
          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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1.54  “ Terms
      and Conditions ”
shall
      have the meaning attributed to it in Section 3.4.




1.55  “ Territory ”
shall
      mean all of the countries of the world, except for Field Two for which
“Territory” shall mean only the United States, including Puerto Rico and the
      U.S. Virgin Islands, and Canada.




1.56  “ Test ”
shall
      mean the use of Beads in the detection of one or more analytes within a Field
      for an application within a Field.




1.57  “ third
      party ”
shall
      mean a person or entity who or which is not a Party or an Affiliate of such
      Party.




1.58  “ TM ”
shall
      have the meaning attributed to it in the first paragraph.




1.59  “ TM
      Developments ”
shall
      have the meaning attributed to that term in Section 1.60.




1.60  “ TM
      Improvement Patents ”
shall
      mean patents claiming inventions comprising modifications, extensions or
      enhancements conceived or reduced to practice by TM to the Beads and/or Luminex
      Instruments or portions thereof (including Included Software) or to the
      manufacture or use of the Beads and/or Luminex Instruments or portions thereof
      (including, Included Software), including use of such Beads and/or Instruments
      in the performance of Multiplexed Bead Assays. “TM Improvement Patents”
specifically excludes patent claims claiming any other inventions conceived
      or
      reduced to practice by TM consisting of methods of sample preparation, methods
      of conjugating Beads to analytes, the composition of matter of the specific
      chemistries of the assays developed by TM, and methods of performing the assays
      (i.e., the protocol for the assays) (such excluded developments, the “TM
      Developments”).




1.61  “ TM
      Intellectual Property ”
means
      TM’s patents, copyrights, trademarks, and other intellectual property rights,
      including: (i) the TM Developments; (ii) the TM Improvement Patents, (iii)
      the
      data processed through or developed in connection with the use of the Luminex
      Instrument and/or the Beads; and (iv) the TM Trademarks.




1.62  “ TM
      Trademarks ”
shall
      have the meaning attributed to it in Section 9.1(b).




1.63  “ Trademark
      Usage Guideline ”
shall
      have the meaning attributed to it in Section 9.1(a).




1.64  “ Updates ”
means
      error corrections and bug fixes to the Software that Luminex makes available
      generally to its customers free of charge.




1.65  “ Warranty
      Period ”
shall
      have the meaning attributed to it in Section 7.1.




1.66  Rules
      of Interpretation. Unless
      there is something in the subject matter or context inconsistent therewith,
      this
      Agreement shall be interpreted as follows:








(*)
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          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
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(i)
            all
                references to a designated “Article”, “Section”, or other subdivision or
                to an Exhibit are to the designated Article, Section or other subdivision
                of, or Exhibit to, this Agreement;




(ii)
            the
                words “herein”, “hereof”, “hereunder” and other words of similar import
                refer to this Agreement as a whole and not to any particular Article,
                Section or other subdivision or Exhibit;




(iii)
            the
                provision of a Table of Contents and the division of this Agreement
                into
                Articles, Sections and other subdivisions are for convenient reference
                only and do not affect the construction or interpretation of this
                Agreement




(iv)
            any
                reference to gender includes all genders. Words importing the singular
                number only include the plural and vice
                versa;




(v)
            the
                word “or” is not exclusive. The words “including”, “includes” and
                “include” mean “including (or includes or include) without limitation”;
                and any capitalized term used in this Agreement that is not otherwise
                defined herein will have the generally accepted industry or technical
                meaning given to such term

















**ARTICLE
      2**


**DEVELOPMENT** **AND COMMERCIALIZATION**




2.1  Development ,
      Distribution, Marketing and other Rights .
      TM and
      each of its Affiliates shall have the right to develop and design (including
      the
      development and design of the TM Developments); and manufacture the Kits,
      provided such Kits are sold subject to provisions of Article 3 herein. Without
      limiting the generality of the foregoing, TM (and its Affiliates, if applicable)
      shall be responsible, at its expense, for all Kit design and development
      hereunder. Luminex shall have no obligation to develop any Kit or supply any
      Kit
      to TM.




2.2  Commercialization
      within a Field .




(a)  TM
      shall
      use commercially reasonable efforts to (i) obtain all regulatory approvals
      required, if any, for the use, sales, marketing and distribution of a Kit for
      use within Field Two within twelve (12) months after the Effective Date, and
      (ii) sell or have sold a Kit for use within Field Two for which a royalty is
      owed pursuant to Section 4.6(b) in the Territory within twelve (12) months
      after
      the Effective Date. Failure to meet both of the preceding conditions may result
      in termination of certain rights of TM hereunder under Section 8.2.




(b)  In
      the
      event TM’s failure to comply with the obligations under 2.2(a) above is
      attributable to delay in obtaining regulatory approval for a Kit by the
      applicable Regulatory Authority (but only to the extent such regulatory filing
      was made within the commercialization timeframes set forth in 2.2(a) above),
      TM
      shall have the option to extend the time to obtain regulatory approval and
      sell
      or have sold a Kit for use within Field Two by the lesser of an additional
      twelve (12) months or the additional time required by the applicable Regulatory
      Authority to grant approval for such Kit.








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-8-




2.3  Commercialization
      within the Territory .




(a)  TM
      shall,
      within the following countries, (i) obtain all regulatory approvals required,
      if
      any, for the use, sales, marketing and distribution of a Kit for use within
      Field One and Field Two and (ii) sell or have sold a Kit for use within Field
      One and Field Two for which a royalty is owed pursuant to Section 4.7
      within:




(i)  twenty-four (24) months after the Effective Date in the following
      countries:





**(*)**





Failure
      to meet any of the preceding conditions may result in termination of certain
      rights of TM hereunder under Section 8.3.




(b)  Luminex
      will cooperate with TM, at TM’s expense, to the extent Luminex’s participation
      is necessary for TM to obtain regulatory approval for the Kits for use, sales,
      marketing and distribution within the Field in the Territory. Luminex will
      make
      available to TM without charge such tangible written information in Luminex’s
      possession and control as is necessary to obtain regulatory approval for the
      Kits, it being understood that Luminex shall not be required to perform any
      tests or studies required for regulatory approval. Notwithstanding the
      foregoing, Luminex shall have no duty of cooperation with respect to its
      Confidential Information unless the regulatory authority in question protects
      such Confidential Information from disclosure to a degree substantially similar
      to that protection provided by the United States Food & Drug
      Administration.




(c)  In
      the
      event TM’s failure to comply with the obligations under 2.3(a) above is
      attributable to delay in obtaining regulatory approval for a Kit by the
      applicable Regulatory Authority (but only to the extent such regulatory filing
      was made within the commercialization timeframes set forth in 2.3(a) above),
      TM
      shall have the option to extend the time to obtain regulatory approval and
      sell
      or have sold a Kit by the lesser of an additional twelve (12) months or the
      additional time required by the applicable Regulatory Authority to grant
      approval for such Kit.




(d)  Notwithstanding
      the foregoing, to the extent Luminex does not offer warranty support for Luminex
      Instruments pursuant to Article 7 prior to expiration of commercialization
      timeframes for specific countries set forth in this Section 2.3, the
      commercialization timeframes for such individual countries shall be extended
      until Luminex offers warranty support in such countries. For avoidance of doubt,
      the commercialization timeframes for such individual countries will not begin
      until Luminex offers warranty support for Luminex Instruments pursuant to
      Article 7 in such individual countries.










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          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-9-




2.4  Progress
      Reports .
      TM
      shall keep Luminex reasonably informed as to the progress of the activities
      undertaken pursuant to this Article 2, which shall include, a minimum of three
      (3) reports per Calendar Year (“Progress Reports”), which are to be submitted
      within thirty (30) days following the end of the first, second and fourth
      Quarter. The reports shall be in a form and contain content satisfactory to
      both
      Parties acting reasonably. Within sixty (60) days of the execution of the
      Agreement, the parties agree to negotiate the form and content of such Progress
      Reports.




2.5  Commercialization
      Committee .
      Following the execution of this Agreement, TM and Luminex will establish a
      commercialization committee (the “ Committee ”)
      in
      accordance with the following guidelines:




(a)  the
      Committee will be formed by two (2) representatives of each Party;




(b)  with
      the
      prior consent of the other Party in every case, either Party may invite other
      members of its staff or consultants to be in attendance at particular meetings
      of the Committee as observers;




(c)  either
      Party may convene a meeting of the Committee, which shall be held wherever
      the
      Parties shall mutually agree from time to time, including by
      telephone;




(d)  at
      least
      one (1) meeting of the Committee will be held each year between September
      1 st and
      November 30 th but
      additional meetings will be convened whenever requested by either Party,
      provided that the Committee shall not meet more frequently than quarterly;
      and




(e)  the
      Committee’s terms of reference shall cover all matters of mutual concern with
      respect to the commercialization of the Kits.




2.6  Insurance .
      During
      the term of this Agreement, TM shall, at its sole cost and expense, obtain
      and
      keep in force a policy of comprehensive general liability insurance with bodily
      injury, death and property damage limits of not less than $2,000,000 per
      occurrence and $5,000,000 in the aggregate. TM shall cause Luminex to be named
      as an additional insured on such insurance policy. Within ninety (90) days
      following the Effective Date, TM shall furnish Luminex with a certificate of
      insurance evidencing the insurance required hereunder. TM will provide to
      Luminex (i) at least thirty (30) days prior written notice of any cancellation,
      termination or material change of such insurance coverage and (ii) prompt
      written notice of the occurrence of any event that is reasonably likely to
      result in a claim being made under such insurance policy.




2.7  .  Outsourced
      Development and/or Manufacturing. TM shall
      have the rights to outsource the development and/or manufacturing of Kits solely
      to licensees of Luminex or to Luminex directly, subject to written agreement
      by
      such third parties of applicable terms and conditions of the Definitive
      Agreement and for subsequent resale by TM solely under TM’s brand in accordance
      with Article 9 hereof, within the Field(s). Prior to outsourcing development
      and/or manufacturing of a Kit, TM shall provide Luminex with a right of first
      offer with respect to the development and/or manufacture of such Kit. Luminex
      shall have the right to submit a written offer for development and/or
      manufacturing of such Kit within thirty (30) days of receipt of written notice
      by TM of such opportunity. In the event Luminex fails to submit a written offer
      within such thirty (30) day period or TM reasonably rejects such written offer,
      TM shall have the right to outsource the development and/or manufacturing to
      a
      licensee of Luminex in its discretion. Notwithstanding the foregoing, TM shall
      be allowed to outsource development to non-profit academic centers and/or
      universities provided that TM provides Luminex prior written notice of such
      event(s), including the identity and location of the entity conducting the
      outsourced development.











(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.
 .


-10-







**ARTICLE
      3**


**DISTRIBUTION****AND LICENSE**




3.1  Appointment ;
      Covenant Not to Sue .
      Subject
      to the terms and conditions of this Agreement, Luminex appoints TM and each
      of
      its Affiliates as: (i) a distributor, developer, marketer, manufacturer, and
      seller of the Kits in the Territory; and (ii) a distributor, marketer and
      reseller of the Luminex Instruments in the Territory, the whole in accordance
      with prices, terms and conditions determined by TM, in its discretion; provided,
      however, that the Beads are sold only as part of Kits, and further provided
      that
      Kits are designed and sold solely for use within the Field(s) and subject to
      the
      End User restrictions in Section 3.4 below and provided such Luminex Instruments
      and Beads are not purchased from a then-existing licensee of Luminex technology.
      Subject to the terms and conditions of this Agreement, Luminex hereby covenants
      to TM and each of its Affiliates that, provided that TM and its Affiliates
      comply with their obligations set forth in this Agreement, Luminex shall not
      commence an action for infringement of the Luminex Intellectual Property Rights
      against TM, any of its Affiliates, or any End User in connection with any of
      the
      activities set out in Section 2.1; provided, however, that such covenant shall
      not apply: (i) to the applicable End User if such End User fails to comply
      with
      the applicable End User License, the obligations of TM hereunder or any of
      its
      other obligations as set forth in its agreements with Luminex; and (ii) to
      TM or
      its Affiliates unless (1) Beads are sold only as part of Kits, and (2) Luminex
      Instruments and Kits are designed and sold solely for use within the Fields
      and
      are accompanied by the End User License(s) as set forth in Section 3.4. It
      is
      understood and agreed that except as expressly provided in this Agreement
      (including Section 2.1, 3.1, 3.4 and 3.7), no rights or licenses under Luminex’s
      Intellectual Property are granted hereunder nor shall any such rights or
      licenses be implied from the terms hereof. The Parties further acknowledge
      and
      agree that the covenant not to sue set forth in this Section 3.1 shall not
      imply
      that End Users of the Luminex Instrument obtain any rights from TM or its
      Affiliates under Luminex’s Intellectual Property Rights. Rather, Luminex will
      grant directly to End Users, rights under Luminex’s Patent Rights to use the
      Luminex Instrument with Kits pursuant to the applicable End User License(s)
      only
      when such Kits are purchased by the End User.




3.2  Reservation
      of Rights .
      The use
      by TM or any of its Affiliates of any of Luminex’s Intellectual Property Rights
      is authorized only for the purposes herein set forth in this Agreement. Nothing
      in this Agreement shall be deemed to restrict Luminex’s right to exploit Beads
      or Luminex Instruments. Neither TM nor its customers shall receive any license
      or rights under Luminex Intellectual Property Rights by virtue of their purchase
      of Luminex Instruments other than as expressly set forth in this Agreement
      or
      any license agreement accompanying the Luminex Instrument. TM shall not remove,
      alter, cover or obfuscate any patent markings, copyright notices or other
      proprietary rights notices placed on or embedded in the Software or Luminex
      Instruments, or the packaging and documentation related thereto. TM shall mark
      all Kits and Luminex Instruments sold or otherwise distributed under this
      Agreement in accordance with the applicable statutes and regulations relating
      to
      patent marking of the United States and all other countries in which the Kits
      or
      Luminex Instruments are made or sold.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-11-


3.3  No
      Right to Modify .
      Except
      to the extent specifically permitted under Section 2.1, Included Software is
      licensed, and Beads and non-Software portions of the Luminex Instrument are
      sold, subject in every case to the condition that such transfer does not convey
      any license, expressly or by implication, to manufacture, reconstruct, modify,
      duplicate or otherwise copy or reproduce any of the Beads, Included Software
      or
      the Luminex Instruments. TM shall not, and shall not authorize any third party
      to, alter, modify, adapt, translate, prepare derivative works from, decompile,
      reverse engineer, disassemble, or attempt to derive computer source code from
      any Luminex Instrument, Beads or Included Software. Requests for information
      necessary to achieve interoperability with the Luminex Instrument shall be
      communicated promptly in writing to Luminex. Luminex shall provide such
      information to TM, including such API’s as are necessary to achieve
      interoperability with the Luminex Instrument. To the extent that Luminex
      provides TM with access to any source code to the Software (in order to permit
      TM to achieve interoperability with the Luminex Instrument or to permit TM
      to
      develop software modules that are intended to interface with the Software or
      otherwise), such source code shall be deemed “ Confidential
      Information ”
      hereunder and TM shall return the same to Luminex promptly upon request. TM
      will
      notify Luminex immediately upon TM becoming aware that TM or any third party
      has
      engaged in any of the foregoing prohibited activities and, to the extent
      permitted by law, shall cease selling Luminex Instruments, Beads and Kits to
      any
      such person or entity. TM further agrees that the Luminex Instrument may not
      be
      used by TM with microspheres other than the Beads authorized by Luminex and
      Beads may not be used with third party instruments.








3.4  End
      User License .
      TM
      shall include a copy of the applicable End User Licenses and Software license
      agreements, labels and terms and conditions, a copy of which, current as of
      the
      Effective Date, is attached hereto as Exhibit
      B (collectively, the “ End
      User Licenses and Terms and Conditions ”)
      with
      each Kit and/or Luminex Instrument, as applicable, shipped to a customer or
      End
      User by or for TM. Luminex shall have the right to change such End User Licenses
      and Terms and Conditions on thirty (30) days advance written notice to TM,
      provided, however, Luminex agrees that it will not materially change the End
      User Licenses and Terms and Conditions (for purposes of this Agreement) without
      TM’s prior written consent, which shall not be unreasonably withheld. After such
      thirty (30) day period, TM shall be obligated to use the updated End User
      License and Terms and Conditions in Luminex Instruments and the newly
      manufactured batches of Kits and TM shall use commercially reasonable efforts
      to
      (i) make customers and End Users aware of the End User Licenses and Terms and
      Conditions prior to the consummation of any sale, and (ii) effect and document
      sales of Kits and Luminex Instruments in such a manner as to legally bind such
      customers and End Users to the End User Licenses and Terms and
      Conditions.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-12-


3.5  Grant
      to Luminex .
      TM
      hereby grants to Luminex a nonexclusive, perpetual, worldwide, unrestricted
      license, with the right to grant and authorize sublicenses, under TM Improvement
      Patents, to: (i) make, have made, use, import, offer for sale and sell any
      and
      all products and components, (ii) exploit any and all method or process; and
      (iii) otherwise exploit the TM Improvement Patents for all purposes. Each such
      license shall be deemed royalty-free and fully paid-up, and shall be in effect
      for the life of the applicable TM Improvement Patent. Without limiting the
      provisions of this Section 3.5, Luminex agrees to work cooperatively with TM
      to
      restrict the use of any TM trade secrets relating to hardware or software
      improvements, if any, made by TM with respect to the Luminex Instrument. Nothing
      in this Agreement shall be construed to grant to Luminex any right, title,
      or
      interest in any TM Intellectual Property, other than the rights expressly set
      forth herein.




3.6  Misuse
      by End User .
      TM will
      promptly notify Luminex verbally, followed by prompt confirmation in writing,
      upon TM becoming aware that any End User: (i) has used or intends to use a
      Luminex Instrument with microspheres other than the Beads authorized by Luminex;
      (ii) has altered, modified, adapted, translated, prepared a derivative work
      from, decompiled, reverse engineered, disassembled or attempted to derive
      computer source code from any Luminex Instrument, with a view to Luminex
      considering and, if thought fit, enforcing any of the Luminex Intellectual
      Property Rights. If Luminex determines that any third party has engaged in
      the
      foregoing activities, if requested by Luminex in writing, TM shall cease selling
      Luminex Instruments and Kits to such third party.




3.7  Subdistributors .
      Subject
      to all the terms and conditions herein, TM may appoint third parties within
      TM’s
      normal chain of distribution to sell Kits and Luminex Instruments in accordance
      with the provisions of this Article 3 (such subdistributors referred to
      collectively herein as “ Subdistributors ”);
      provided, that TM shall (i) take such action as shall be reasonably necessary
      to
      advise each such Subdistributor of TM’s confidentiality and intellectual
      property obligations under this Agreement, (ii) use reasonable commercial
      efforts to include in any agreement or contract with such Subdistributors terms
      substantially commensurate with the restrictions and obligations of TM hereunder
      and a provision expressly making Luminex a third-party beneficiary of such
      agreement or contract, (iii) be liable for any breach by such Subdistributors
      of
      this Agreement (as if such Subdistributors were parties to this Agreement),
      for
      any violation of applicable laws or regulations by such Subdistributors and
      for
      any improper use, infringement or misappropriation of Luminex’s intellectual
      property by such Subdistributors, and (iv) indemnify and hold Luminex harmless
      from and against any claims, causes of action, costs, losses or liabilities
      incurred by Luminex as a result of any such breach, violation, improper use,
      infringement or misappropriation. Except as expressly provided in this Section 3.7 and
      Section 12.5, TM shall have no right to assign or sublicense its rights or
      appoint subdistributors hereunder.




3.8  Field
      Exclusions .
      For
      avoidance of doubt, the Field(s) do not include testing for human papillomavirus
      (HPV) testing, bio-threat agent testing, veterinarian and production animal
      testing, Human Histocompatability Testing (as defined below), crop protection
      and crop safety testing, food production and food safety testing, environmental
      testing, MicroRNA (miRNA) analysis and Commercial Blood Transfusion Product
      Testing (as defined below). For avoidance of doubt:








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-13-


(a)  bio-threat
      agent testing (i) includes, but is not limited to, government or private
      enterprise bio-threat screening for pathogens and/or toxins that may be involved
      in bio-terrorism activity (“ Bio-Threat
      Agent Testing ”),
      and
      (ii) does not include clinical diagnosis and epidemiological surveillance within
      the Fields;




(b)  “ Human
      Histocompatability Testing ”
is
      the
      Field of human histocompatability testing which includes the detection and
      measurement of HLA (human leukocyte antigen) cellular antigens, serum based
      antibodies to HLA antigens, soluble HLA antigens, and nucleic acids related
      to
      such antigens; and




(c)  “ Commercial
      Blood Transfusion Product Testing ”
means
      blood screening for infectious agents related to blood processing for
      transfusion or industrial purposes.







3.9  No
      Right to Distribute Beads and Luminex Instruments to licensees of
      Luminex .
      TM
      shall not have the right to sell and/or distribute raw and/or unconjugated
      Beads
      (unless incorporated into Kits). TM shall not have the right to sell and/or
      distribute Luminex Instruments to any licensee of Luminex.










**ARTICLE
      4**


**SUPPLY** **,
      PRICING AND ROYALTIES**




4.1  Supply
      and Use of Beads and Luminex Instruments .




(a)
      Subject to the terms and conditions of this Agreement, TM agrees to purchase
      from Luminex, and Luminex agrees to use reasonable, diligent efforts to supply
      to TM, TM’s requirements of Beads and Luminex Instruments. To ensure the quality
      and authenticity of the Beads, TM shall exclusively obtain fluorescently-dyed
      microsphere Beads for use with Luminex Instruments from Luminex and only use
      the
      Beads with Luminex Instruments, unless otherwise agreed in writing by Luminex.
      TM further agrees that it will not sell or distribute Beads to any third party
      that TM knows intends to use the Beads other than with the Luminex Instrument.
      TM agrees to take reasonable steps to notify its employees of its obligations
      hereunder.





(b)
      TM
      shall provide in writing to Luminex at least thirty (30) days prior to the
      end
      of each Quarter a rolling forecast by Quarter of quantities, if any, of (a)
      TM’s
      anticipated requirements of Beads and/or Luminex Instruments for each Quarter
      for the subsequent five (5) Quarters. The term “ Quarter ”
shall
      mean a period of three consecutive months of a Calendar Year starting on January
      1, April 1, July 1, or October 1. Such forecast shall not create a binding
      obligation on the part of either Luminex or TM, except as specified below.





(c)
      The
      first Quarter in any given rolling forecast shall constitute a firm purchase
      order, binding on both Parties and the second Quarter shall constitute a firm
      order for at least seventy-five percent (75%) of the applicable Quarter’s order.
      TM shall evidence all purchase orders by issuing to Luminex a purchase order
      in
      accordance with Section 4.2. All orders shall be binding on both Parties
      provided that TM’s order for a given Quarter does not exceed 150% of the
      quantity ordered in the previous Quarter, or if an order exceeds 150% of the
      quantity ordered in the preceding Quarter, TM places a firm order at least
      one
      hundred eighty (180) calendar days prior to the date specified for
      delivery . Notwithstanding
      the foregoing, if orders for Beads and/or Luminex Instruments submitted by
      TM
      for a specific quarter are greater than fifty percent (50%) of the quantity
      of
      Beads and/or Luminex Instruments forecasted by TM for the same quarter, then
      Luminex shall have the right to reject such orders in its
      discretion.












(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-14-


(d)
      The
      last three (3) Quarters of any rolling forecast shall not be binding on either
      Party, unless accompanied by a firm order, but shall be used only for planning
      purposes and safety stock building.





**(*)**




4.2  Orders .
      TM’s
      orders for Luminex Instruments and Beads shall be made pursuant to a written
      purchase order, and shall provide for shipment in accordance with Luminex’s
      standard lead times then in effect. ANY ADDITIONAL OR INCONSISTENT TERMS OR
      CONDITIONS OF ANY PURCHASE ORDER, ACKNOWLEDGMENT, INVOICE, PACKING SLIP OR
      SIMILAR STANDARDIZED FORM GIVEN OR RECEIVED PURSUANT TO THIS AGREEMENT SHALL
      HAVE NO EFFECT AND SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED. FOR THE
      AVOIDANCE OF DOUBT, SUCH TERMS SHALL BE EXCLUDED NOTWITHSTANDING THE FACT THAT
      ANY SUCH PURCHASE ORDER, ACKNOWLEDGEMENT, INVOICE, PACKING SLIP OR SIMILAR
      STANDARDIZED FORM MAY (1) HAVE COME INTO EXISTENCE AFTER THE EFFECTIVE DATE
      OF
      THIS AGREEMENT, OR (2) CONTAIN AN “INTEGRATION CLAUSE” OR SIMILAR LANGUAGE
      INDICATING THAT SUCH DOCUMENT SUPERCEDES AND/OR AMENDS ALL PRIOR DOCUMENTS
      AND
      AGREEMENTS.




4.3  Specifications .
      The
      Parties may from time to time amend the Bead Specifications or the Luminex
      Instrument Specifications by mutual written agreement without the necessity
      of
      amending this Agreement. Such amended Specifications shall then be deemed the
      Specifications applicable under this Agreement.




4.4  Delivery .
      With
      respect to exact shipping dates, Luminex shall use its reasonable efforts to
      ship to TM quantities of Beads and Luminex Instruments in accordance with
      purchase orders submitted pursuant to Section 4.2 and subject to the provisions
      of Section 4.1 above. All Beads and Luminex Instruments supplied pursuant to
      the
      terms of this Agreement shall be suitably packed for shipment by Luminex and
      marked for shipment to the facility indicated in the TM purchase order
      (“ Delivery
      Location ”).
      All
      shipments of Beads and Luminex Instruments will be shipped F.O.B (U.C.C.) the
      shipping point designated by Luminex. The carrier shall be selected by agreement
      between Luminex and TM, provided that in the event no such agreement is reached,
      Luminex shall select the carrier. All reasonable shipping and insurance costs,
      as well as any special packaging expenses, shall be paid by TM.




4.5  Acceptance .
      All
      shipments and all shipping and other charges shall be deemed correct and
      accepted unless Luminex receives from TM, no later than fifteen (15) days after
      TM’s receipt of a given shipment, a written notice specifying the shipment, the
      purchase order number, and the nature of the discrepancy between the order
      and
      the shipment or the nature of the discrepancy in the shipping or other charges,
      as applicable. Luminex agrees to replace, at no additional expense to TM, any
      Beads or Luminex Instruments, which fail to conform in any material respect
      to
      the Bead Specifications or Luminex Instrument Specifications, respectively.
      Luminex may analyze any Beads or Luminex Instruments rejected by TM for
      nonconformity and if it is objectively established that the Beads or Luminex
      Instruments were conforming to and performing in accordance with and the Bead
      Specifications or Luminex Instrument Specifications, respectively, then TM
      shall
      be responsible for payment for such Beads or Luminex Instruments. TM shall,
      at
      Luminex’s option, return to Luminex or destroy, and provide written
      certification of destruction, all Beads that do not conform to the Bead
      Specifications, and TM shall return to Luminex all Luminex Instruments that
      do
      not conform to the Luminex Instrument Specifications. All returns shall be
      in
      accordance with Luminex’s written instructions and shall be at Luminex’s expense
      if the Luminex Instrument and/or Beads are confirmed by Luminex not to conform
      to and perform in accordance with the Bead Specifications or Luminex Instrument
      Specifications as applicable.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-15-


Should
      Luminex’s analysis fail to confirm the Beads and/or Luminex Instruments
      non-conformance, and should the Parties fail to otherwise resolve the dispute,
      the Parties shall submit the Beads and/or Luminex Instrument, or a
      representative sample thereof, along with a reference batch which has previously
      been shown by Luminex to conform to the respective Specifications, to a mutually
      acceptable independent laboratory and mutually agreeable interrogatories to
      be
      answered by such laboratory. The determination of the Beads and/or Luminex
      Instruments conformance or non-conformance to the Specifications by such
      independent laboratory shall be binding upon the Parties. Should the laboratory
      determine that the Beads and/or Luminex Instruments is conforming, TM shall
      pay
      all independent laboratory costs, as well as the agreed to price for Luminex
      Instruments and list price for Beads, and should such laboratory confirm that
      the Beads and/or Luminex Instruments is non-conforming, Luminex shall pay all
      independent laboratory costs and shipping costs and replace the Beads and/or
      Luminex Instruments with products that conform to the respective Specifications.




4.6  Pricing
      and Royalties .




(a) Bead
      Pricing .
      TM
      shall pay Luminex for Beads at the prices set forth in Exhibit
      E (the
“Bead Prices”) for all Beads purchased by TM. In addition:




(i)  Luminex
      may not increase the Bead Prices without TM’s prior written consent within the
      first two (2) years after the Effective Date; and




(ii)  following
      the first two (2) years after the Effective Date, Luminex may increase the
      Bead
      Prices in its discretion upon written notice to TM by an aggregate annual
      increase equal to the annual calendar percentage change in the CPI plus two
      percent (2%) for each year throughout the remainder of the Term.







Notwithstanding
      the foregoing, Luminex may increase the Bead Pricing at any time to the extent
      of an increase in material costs or other production or manufacturing cost
      increase that can be substantiated by Luminex, but such increase in Bead Pricing
      shall not be more than such actual substantiated increase in Bead Pricing.
      Any
      such changes in the Bead Pricing shall be effective for all Beads ordered after
      notice is provided by Luminex.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-16-


(b) Kit
      Royalties .
      TM
      shall pay to Luminex **(*)** of Net
      Sales (“Kit Royalties”).





(c) Luminex
      Instrument Pricing .
      TM
      shall pay Luminex for Luminex Instruments at the prices set forth in Exhibit
      D .
      Following the execution of the Agreement, the parties agree to negotiate upon
      mutually acceptable terms and conditions a purchase volume-based discount for
      Luminex Instrument prices.





(d) Installation
      of Luminex Instrument .
      Upon at
      least thirty (30) days prior written notice from TM, Luminex and/or a Luminex
      certified third party will perform on-site installation of Luminex Instruments
      at TM and/or End User locations. Beginning as of the date of execution hereof
      and for as long as this Agreement remains effective and as long as Luminex
      continues to perform installations of Luminex Instruments at End User locations,
      TM shall pay Luminex for such installations at a rate of **(*)** per
      installation in accordance with payment terms set forth in Section 4.16 below
      (“ Installation
      Rate ”).
      In
      addition:




(i)  Luminex
      may not increase the Installation Rate without TM’s prior written consent within
      the first two years after the Effective Date; and




(ii)  following
      the first two years after the Effective Date, Luminex may increase the
      Installation Rate in its discretion upon written notice to TM by an aggregate
      annual increase equal to the annual calendar percentage change in the CPI plus
      two (2) percent for each year throughout the remainder of the Term. Any such
      increase in the Installation Rate shall be effective for all installations
      ordered after expiration of the thirty (30) day notice period referenced in
      this
      Section.





(iii)  Notwithstanding
      the foregoing, Luminex may increase the Installation Rate at any time to the
      extent of an increase in costs; provided that Luminex provides objective
      confirmation of such increases. Any such changes in the Installation Rate shall
      be effective for all installations ordered after notice is provided by Luminex.







4.7  Minimum
      Royalty Payments .
      TM
      agrees that it shall pay to Luminex the following minimum royalty payments
      each
      calendar year set forth below following the Effective Date (“ Minimum
      Royalty Payments ”):







Minimum
              Royalty Payments (per Calendar Year):2006:
            (*)2007:
            (*)2008:
            (*)2009:
            (*)2010:
            (*)2011:
            (*)2012
                and each Calendar Year
                thereafter:
            (*)








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-17-


For
      the
      avoidance of doubt, each annual period above is a Calendar Year.




All
      such
      Minimum Royalty Payments shall be due no later than thirty (30) days following
      the end of each annual period described in this Section 4.7. For avoidance
      of
      doubt, TM shall be permitted to pay Luminex the difference between actual
      Royalties paid in a particular year and the Minimum Royalty Payments set forth
      above but in no event shall such payment be greater than (*) of the Minimum
      Royalty Payment due in any annual period as set forth above. All payments
      hereunder shall be payable in U.S. Dollars (U.S.$) without deductions for taxes,
      fees or charges of any kind except as contemplated in Section 4.11 .
      In the
      event TM fails to make payments hereunder equal to or in excess of the Minimum
      Royalty Payments set forth above for any annual period, Luminex shall be
      permitted to terminate this Agreement unless TM pays such amount within thirty
      (30) days. The
      Parties agree that TM shall be obligated to pay the amounts set forth in Section
      4.8, even if Luminex terminates this Agreement pursuant to Section 8.3 or
      Section 8.4 below, except to the extent such termination is caused by a breach
      by Luminex.




4.8  Pricing
      of Products .
      TM may
      sell the Kits and Luminex Instruments to End Users who purchase other products
      and services of TM, and as result, a conflict of interest may arise. TM agrees
      that TM shall not (a) discount the Kits and/or Luminex Instruments or any
      portion thereof in order to achieve higher sales of, or a higher sales price
      or
      margin for, another product or service of TM to a greater degree than TM
      generally discounts the price of other products or services of TM to a third
      party; or (b) price, discount, bundle, market, promote or distribute Kits and
      Luminex Instruments in comparison with such other products or services marketed
      by TM.




4.9  Invoice .
      Luminex
      shall submit an invoice to TM upon shipment of Beads or Luminex Instruments
      ordered by TM hereunder. All invoices shall be sent to principal address of
      TM
      set forth above, or such other addresses as specified in the purchase order
      therefore, and each such invoice shall state the amounts due for Beads or
      Luminex Instruments in a given shipment, plus any reasonable amounts for
      insurance, taxes or other costs incident to the purchase or shipment initially
      paid by Luminex but to be borne by TM hereunder.




4.10  Reporting
      and Payment . Payment
      of the amounts due for Bead and Luminex Instrument purchases shall be made
      within thirty (30) days of TM’s receipt of an invoice therefor. Payment of the
      Kit Royalties shall be made within twenty (20) days after the end of each
      Quarter, and shall be accompanied by a written report stating the Net Sales
      of
      Kits generated in the prior Quarter, the total Kit Royalties due and all
      supporting data and calculations used by TM to compute Kit Royalties. In
      addition, TM shall provide Luminex with a quarterly report of estimated Net
      Sales within fifteen (15) days after the end of each Quarter; provided, however,
      that the failure to provide any such report shall not be deemed to be a breach
      of this Agreement. All payments hereunder shall be made in U.S. Dollars in
      the
      United States by direct bank transfer to an account designated in Luminex’s
      invoice, check or other form of payment acceptable to and approved in advance
      by
      Luminex. In the event that TM is unable to make such payments in the United
      States, due solely to its inability to export funds from a country of the
      Territory, TM shall notify Luminex immediately, and if so instructed by Luminex,
      deposit all monies due Luminex in an account of Luminex in a local bank of
      Luminex’s choice within such country. Any late payments shall bear interest at
      the rate of one percent (1.0%) per month or the highest rate permitted under
      applicable law, which ever is less, based on the number of days
      overdue.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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4.11  Taxes .




(a)  Any
      and
      all amounts payable hereunder do not include any government taxes (including
      sales, use, excise, and value added taxes) or duties imposed by any governmental
      agency that are applicable to the export, import, or purchase of the Beads
      or
      the Luminex Instruments (other than taxes on the net income of Luminex), and
      TM
      shall bear all such taxes and duties. When Luminex has the legal obligation
      to
      collect and/or pay such taxes, the appropriate amount shall be added to, and
      separately stated on, TM’s invoice and paid by TM, unless TM provides Luminex
      with a valid tax exemption certificate authorized by the appropriate taxing
      authority.




(b)  All
      payments by TM specified hereunder are expressed as net amounts and shall be
      made free and clear of, and without reduction for, any withholding taxes. Any
      such taxes, which are otherwise imposed on payments to Luminex shall be the
      sole
      responsibility of TM. TM shall provide Luminex with official receipts issued
      by
      the appropriate taxing authority or such other evidence as is reasonably
      requested by Luminex to establish that such taxes have been paid. TM shall
      submit proof to Luminex of payment of the withholding taxes within a reasonable
      period of time. TM shall use commercially reasonable efforts consistent with
      its
      usual business practices to ensure that any withholding taxes imposed are
      reduced as much as possible under the provisions of the current or any future
      taxation treaties or agreements between foreign countries, and Luminex shall
      reasonably cooperate with such efforts.




4.12  Currency
      Conversio n .
      If any
      currency conversion shall be required in connection with the calculation of
      amounts payable under this Agreement, such conversion shall be made using the
      selling exchange rate for conversion of the foreign currency into U.S. Dollars,
      quoted for current transactions reported by *The
      Wall Street Journal* (New
      York Edition) for the last Business Day of the calendar month to which such
      payment pertains.




4.13  Records;
      Inspection .
      TM
      shall keep complete, true and accurate books of accounts and records for the
      purpose of determining the amounts payable under this Article 4 for at
      least three (3) years following the end of the Quarter to which they pertain.
      Such books and records will be open for inspection during such three (3) year
      period by an independent auditor, chosen by Luminex and reasonably acceptable
      to
      TM, at TM’s site for the purpose of verifying the amounts payable by TM under
      this Article 4 and verifying compliance with Section 2.1. Such on-site
      inspections may be made no more than once each calendar year, at reasonable
      times and on reasonable notice, except that in the event of a noncompliance,
      additional quarterly inspections may be made until the noncompliance has been
      fully remediated. Inspections conducted under this Section 4.16 shall be at
      the
      expense of Luminex, unless a variation or error producing an underpayment in
      amounts payable exceeding three percent (3%) of the amount paid for the period
      covered by the inspection is established in the course of any such inspection,
      whereupon all reasonable fees and costs relating to the inspection for such
      period and any unpaid amounts that are discovered shall be paid by TM, together
      with interest as specified in Section 4.13. The Parties will endeavor to
      minimize disruption of TM’s normal business activities to the extent reasonably
      practicable.










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          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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4.14  Luminex
      Product Life Cycle Management .
      In the
      event that Luminex decides to discontinue production of any Luminex Instruments
      and/or Beads, as set forth in Exhibit
      D and Exhibit
      E (" Discontinued
      Luminex Products ")
      Luminex shall provide TM with:




(a)  in
      connection with the discontinuation of a Luminex Instrument where such
      discontinuation would not impact any of TM’s FDA approvals, at least six (6)
      months written notice prior to the later of (i) the end of sale date and (ii)
      the last day the discontinued Luminex Instrument can be ordered;




(b)  in
      connection with the discontinuation of a Luminex Instrument where such
      discontinuation would impact any of TM’s FDA approvals, at least nine (9) months
      written notice prior to the later of (i) the end of sale date and (ii) the
      last
      day the discontinued Luminex Instrument can be ordered;




(c)  in
      connection with the discontinuation of Luminex Beads where such discontinuation
      would not impact any of TM’s FDA approvals, at least nine (9) months written
      notice prior to the later of (i) the end of sale date and (ii) the last day
      the
      affected Beads can be ordered;




(d)  in
      connection with the discontinuation of Luminex Beads where such discontinuation
      would impact any of TM’s FDA approvals, at least twelve (12) months written
      notice prior to the later of (i) the end of sale date and (ii) the last day
      the
      affected Beads can be ordered;




(e)  the
      ability to make a final purchase of such Discontinued Luminex Products at the
      end of the applicable notice period before Luminex ceases production of such
      Discontinued Luminex Products, provided that TM must take delivery of all such
      Discontinued Luminex Products within ninety (90) days of the date of the final
      purchase order unless an extension is agreed to in writing by Luminex. Such
      final purchase shall not be subject to any of the quantity restrictions
      described in Section 4.1 or otherwise contained herein; and




(f)  Luminex
      shall continue to (i) supply field service spare parts and service support
      for a
      discontinued Luminex Instrument for a period of five (5) years from the
      effective date of discontinuance and (ii) provide technical support assistance
      for a period of five (5) years from the effective date of discontinuance for
      a
      Luminex Instrument.







**ARTICLE
      5**


**EXCLUSIVITY
      OF EFFORTS AND COMPLIANCE WITH LAWS**







5.1  Exclusivity
      of Efforts .
      To
      avoid conflicts of interest, TM and its Affiliates will not manufacture, market,
      sell or otherwise distribute any materials, technologies or products, other
      than
      Luminex Instruments and Kits that are used in performing multiplexed bead
      assays. For
      avoidance of doubt, this Section  5.1 shall
      not prohibit TM from engaging in development activities, including contingency
      planning, with materials, technologies and products that are not Luminex
      Instruments and/or Beads for evaluation purposes only.










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          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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5.2  Compliance
      with Laws . TM
      shall
      prepare and distribute Kits and Luminex Instruments in accordance with all
      federal, local, and foreign laws and regulations pertaining thereto and shall
      be
      responsible for securing and maintaining required regulatory approvals at TM’s
      expense. TM shall be responsible for complying with all directives, laws, rules
      and regulations relating to the performance of its obligations and exercise
      of
      TM’s rights hereunder, including regulatory reporting regulations. Luminex shall
      be responsible for complying with all directives, laws, rules and regulations
      relating to the performance of its obligations and exercise of Luminex’s rights
      hereunder, including any recalls of Luminex Instruments. Each Party shall
      reasonably co-operate with the other Party in connection with the foregoing.
      TM
      agrees to cooperate with Luminex, including providing required documentation,
      in
      order to obtain export licenses or exemptions therefrom for the Luminex
      Instrument. TM warrants that it will comply with applicable laws and regulations
      governing imports and exports in effect from time to time. TM shall be
      responsible for maintaining records of and responding to all complaints
      regarding the Luminex Instrument and Kits. TM shall provide Luminex with written
      notice of all complaints related to Luminex Instrument.







**ARTICLE
      6**


**MAINTENANCE,
      SUPPORT AND TRAINING** ****




6.1  Maintenance
      and Support .
      Luminex
      and/or a Luminex certified third party will provide front line support and
      maintenance for Luminex Instruments to End Users during the Warranty Period.
      Following the expiration of such Warranty Period, Luminex and/or a Luminex
      certified third party shall provide support and maintenance for End Users that
      execute Luminex’s standard maintenance agreement. In the event that an End User
      does not execute Luminex’s standard maintenance agreement, TM may execute such
      standard maintenance agreement on behalf of such End User. TM shall be
      exclusively responsible for providing all maintenance and technical support
      required for the Kits.




6.2  Training .
      At TM’s
      request or an End User’s request, Luminex will provide either (i) an
      instructor-led then current introductory training course in use of the Luminex
      Instrument to End User purchasers of the Luminex Instrument, including lunch
      and
      study materials, at Luminex’s facilities in Austin, Texas or (ii) comparable
      internet-based introductory training courses in the use of the Luminex
      Instrument. Such training shall only be provided by Luminex within three (3)
      months of installation of each Luminex Instrument at an End User’s site. TM
      shall be solely responsible for all lodging and travel expenses of End Users.
      For each Luminex Instrument purchased, such training course will be provided
      free of charge to one individual. The cost for each additional person attending
      the training will be Luminex’s standard charge for such training. Additional
      training courses may be offered by Luminex to TM or End Users under mutually
      agreed upon terms and conditions by the Parties.




6.3  Additional
      Training Courses .
      At TM’s
      request, Luminex shall, at its sole discretion, provide additional training
      courses to TM, its Affiliates, its subsidiaries, its Subdistributors, other
      third parties and End User purchasers of the Luminex Instrument.













(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


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**ARTICLE
      7**


**REPRESENTATIONS
      AND WARRANTIES** ****




7.1  Limited
      Product Warranty .
      Luminex
      warrants to TM and each of its Affiliates that until the earlier of (a) one
      (1)
      year from delivery to an End User, or fifteen (15) months from delivery to
      TM
      (the “ Warranty
      Period ”),
      the
      Beads and Luminex Instrument (each a “ Product ”)
      will
      conform to and perform in accordance with the Bead Specifications and the
      Luminex Instrument Specifications, subject to use in accordance with
      documentation provided by Luminex that accompanies such Product or as authorized
      by Luminex under this Agreement or otherwise, including but not limited to
      the
      instructions-for-use. This warranty will not apply in the event that the failure
      of the Product to conform to and perform in accordance with the applicable
      specifications (a “ Nonconformity ”)
      was
      caused by unusual physical or electrical stress, misuse, neglect, improper
      alteration, improper installation, unauthorized repair or improper testing
      by a
      person other than Luminex or its authorized agents, representatives or
      subcontractors. The warranty provided herein specifically excludes any software
      or hardware not provided by or on behalf of Luminex. Subject to Article 11
      and
      Luminex’s warranty return policies for Products set forth in Section 7.2,
      Luminex’s sole liability and TM’s exclusive remedy for breach of the foregoing
      warranty, shall be, at Luminex’s option, repair or replacement of the Product
      with a Product that conforms with the Bead Specifications or Luminex Instrument
      Specifications, as applicable.




7.2  Warranty
      Return Policies .
      In the
      event that a Product contains a Nonconformity, during the Warranty Period:
      (i)
      TM shall notify Luminex in a timely manner (after becoming aware of the same)
      in
      writing that such Product contained a Nonconformity and shall furnish a detailed
      explanation of any alleged Nonconformity; and (ii) at Luminex’s option and
      election, TM shall return such nonconforming Product to Luminex F.O.B. (U.C.C.)
      Luminex’s manufacturing facility (subject to the following sentence) or destroy
      such nonconforming Product and provide Luminex with written certification of
      such destruction. The cost of shipping and handling will be reimbursed by
      Luminex where the Product is determined to have had a Nonconformity. Except
      as
      expressly provided in this Section 7.2, TM shall not have the right to return
      a
      nonconforming Product to Luminex without Luminex’s prior written consent.







7.3  No
      Contrary Representations .
      TM
      agrees not to represent the Beads or Luminex Instrument in a manner that is
      inconsistent with the Bead Specifications and Luminex Instrument Specifications,
      respectively, or otherwise misrepresent the Beads or Luminex
      Instrument.




7.4  Exclusivity
      of Warranty .
      EXCEPT
      AS EXPRESSLY PROVIDED IN HEREIN, LUMINEX MAKES NO WARRANTIES OR CONDITIONS
      (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SUBJECT MATTER
      HEREOF, AND LUMINEX SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR
      CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.














(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-22-




**ARTICLE
      8**


**TERM
      AND TERMINATION** ****




8.1  Term .
      The
      term of this Agreement shall commence on the Effective Date and continue in
      full
      force and effect for a period of seven (7) years after the Effective Date of
      this Agreement, unless earlier terminated in accordance with this Article 8
      (“ Initial
      Term ”).
      This
      Agreement shall be automatically extended for additional one (1) year terms
      up
      to three (3) renewal terms unless either Party notifies the other Party in
      writing of its intent not to extend the term of this Agreement, such
      notification to be provided no less than ninety (90) days prior to the end
      of
      the then current term of this Agreement. Subject to the foregoing, as a
      condition to any renewal term, TM must have satisfied the Minimum Annual Royalty
      Payments **(*)** during
      the previous Calendar Year. Upon expiration, the Parties may agree in writing
      to
      renew this Agreement, which shall include, at a minimum, new Minimum Royalty
      Payments.




8.2  Termination
      for Failure to Commercialize a Kit
      within a Field .
      If TM
      fails to meet all the terms and conditions of Section 2.2 regarding
      commercialization in Field Two, then Luminex, at its sole discretion, may
      terminate the license to Field Two by providing TM with sixty (60) days prior
      written notice of its intent to terminate. The license to Field Two granted
      herein shall terminate upon the expiration of such sixty (60) day notice period
      unless TM complies with Section 2.2 during such termination notice
      period.




8.3  Termination
      for Failure to Commercialize within the Territory .
      If TM
      fails to meet any of the terms and conditions of Section 2.3 regarding commercialization of a Kit within a Field in the specified countries,
      then Luminex, at its sole discretion, may terminate the grant for such Field
      within the country or countries in which TM failed to meet the Section 2.3 conditions by providing TM sixty (60) days prior written notice of its intent
      to
      terminate, The license to the applicable Field in the applicable country or
      countries granted herein shall terminate upon the expiration of such sixty
      (60)
      day notice period unless TM complies with the commercialization obligations
      with
      respect to the applicable Field and country (or countries) during such
      termination notice period.




8.4  Termination
      for Breach .
      This
      Agreement may be terminated by either Party by written notice of
      termination:




(a)  effective
      immediately (i) if the other Party breaches any of the following provisions
      of
      this Agreement and fails to remedy the breach within sixty (60) days after
      being
      given written notice thereof stating the non-breaching Party’s intent to
      terminate: Article 2, Article 3, Section 4.10, 5.2 , 7.3 ,
      Article
      9 and Article 10 ;




(b)  following
      a good faith attempt to settle the dispute in accordance with Section 12.16 ,
      if the
      other Party breaches any material term or condition of this Agreement other
      than
      those specified in the preceding paragraph and fails to remedy the breach within
      sixty (60) days after being given written notice thereof stating the
      non-breaching Party’s intent to terminate, provided, however, that termination
      under this Section 8.4 shall not relieve TM of its payment obligations under
      this Agreement, except to the extent such failure is caused by a breach by
      Luminex.








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-23-


8.5  Effect
      of Termination .
      In the
      event of termination of this Agreement, TM may at TM’s option (i)  sell
      Luminex Instruments and Kits existing in its inventory and Kits that in the
      process of being manufactured as of the effective date of termination of this
      Agreement (provided that the applicable Kit Royalties are paid to Luminex)
      or
      (ii) in the event of a termination not caused by TM’s breach, return to Luminex
      unsold Luminex Instruments existing in TM’s inventory as of the effective date
      of termination of this Agreement for a refund of the purchase price less a
      re-stocking fee of twenty percent (20%) therefore; provided, that such Luminex
      Instruments have not been contained in TM’s inventory for more than one (1) year
      prior to the return date.




8.6  Return
      of Materials .
      Within
      thirty (30) days after the effective date of termination of this Agreement,
      each
      Party shall at the other Party’s option destroy the other Party’s Confidential
      Information in its possession, and provide written certification of such
      destruction, or prepare such Confidential Information for shipment to Luminex
      or
      its designee, as such Party may direct, at such Party’s expense. Neither Party
      shall make or retain any copies of any Luminex Confidential Information which
      may have been entrusted to it except for one (1) archival copy which shall
      be
      securely stored and as to which each Party’s confidentiality obligations under
      Article 10 shall continue in full force and effect.




8.7  Survival .
      It is
      understood that termination of this Agreement shall not relieve a Party from
      any
      liability which, at the time of such termination, has already accrued to the
      other Party. The provisions of Article 1 (to the extent referenced in the
      following sections), Article 3, and Sections 4.1, 4.2 ,
      4.3, 4.4 ,
      4.5,
      4.8, 4.9, 4.10, 4.11 shall survive during the period during which TM has a
      continuing right to sell Kits and/or Luminex Systems pursuant to Section 8.5
      after expiration or termination of this Agreement. In addition, the following
      provisions shall survive any expiration or termination of this Agreement:
      Articles 5, 7, 10, 11 and 12, and Sections 3.2, 3.5, 4.11, 4.13, 8.5, 8.6 and
      8.7. Except as otherwise expressly provided in this Article 8, all other rights
      and obligations of the Parties shall terminate upon termination of this
      Agreement.








**ARTICLE
      9**


**LUMINEX
      TRADEMARKS**




9.1  Trademarks .




(a)  Subject
      to the provisions of this Article 9, during the term of this Agreement, TM
      shall
      have the right to advertise the Beads and Luminex Instrument under the
      trademarks, marks, and trade names of Luminex set forth in Exhibit
      F ,
      as same
      may be amended in writing by Luminex from time to time (“ Luminex’s
      Trademarks ”).
      TM
      shall not modify Luminex’s branding of Luminex Instruments. TM shall fully
      comply with the restrictions set forth below and Luminex’s Trademark Usage
      Guidelines attached hereto as Exhibit
      G concerning the use of Luminex’s Trademarks (“ Trademark
      Usage Guidelines ”).
      Luminex shall have the right to change such Trademark Usage Guidelines on thirty
      (30) days advance written notice to TM. After such thirty (30) day period,
      TM
      shall be obligated to use the updated End User License and Terms and Conditions
      in Luminex Instruments and the newly manufactured batches of Kits. All
      representations of Luminex’s Trademarks that TM intends to use shall first be
      submitted to Luminex for confirmation that such use would comply with Luminex’s
      trademark usage guidelines (which confirmation shall be deemed given if Luminex
      does not respond within sixty (60) Business Days of such submission) of design,
      color and other details, or shall be exact copies of those used by Luminex.
      Luminex may modify any Luminex Trademarks, or substitute an alternative mark
      for
      any Luminex Trademark, upon sixty (60) days prior notice to TM.










(*)
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          text has been omitted pursuant to a request for confidential treatment
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          been filed separately.
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          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-24-


(b)  Notwithstanding
      the foregoing: (i) TM and its Affiliates may brand the Kits with their
      trademarks (the “ TM
      Trademarks ”);
      and
      (ii) TM and its Affiliates may co-brand the Luminex Instruments with the TM
      Trademarks and with the Luminex Trademarks. For avoidance of doubt, all Kits
      developed and/or manufactured by TM shall be solely branded by TM and shall
      not
      include a brand of any third party with the exception of Luminex.




(c)  TM
      agrees
      that each Kit’s packaging shall contain a notice describing Luminex’s rights in
      and to the Beads;




(d)  Luminex
      acknowledges and agrees that as part of any co-branding of the Luminex
      Instruments, the TM Trademarks on the Luminex Instruments shall be in accordance
      with the Trademark Usage Guidelines in Exhibit
      G .




9.2 Use .
      TM
      shall not alter or remove any of Luminex’s Trademarks affixed to or otherwise
      contained on or within the Luminex Instruments or the packaging or documentation
      therefore. All uses of Luminex’s Trademarks will inure solely to Luminex, TM
      shall obtain no rights with respect to any of Luminex’s Trademarks, other than
      as expressly set forth herein, and TM irrevocably assigns to Luminex all such
      right, title and interest, if any, in any of Luminex’s Trademarks. At no time
      during or after the term of this Agreement may TM challenge or assist others
      to
      challenge Luminex’s Trademarks (except to the extent expressly required by
      applicable law) or the registration thereof or attempt to register any
      trademarks, marks or trade names confusingly similar to Luminex’s Trademarks.
      Luminex and TM shall enter into registered user agreements with respect to
      the
      Luminex’s Trademarks pursuant to applicable trademark law requirements
      worldwide.







**ARTICLE
      10**


**CONFIDENTIALITY** ****




10.1  Non-Disclosure .
      Each
      Party shall (a) keep completely confidential and will not publish or
      otherwise disclose the Confidential Information of the other Party (except
      to
      its Affiliates, employees, agents or consultants having a need to know) and
      (b) shall not use such Confidential Information except as expressly
      permitted under the terms of this Agreement or otherwise authorized in writing
      by the Disclosing Party. Without limiting the foregoing, each Party will use
      at
      least the same standard of care as it uses to protect its own proprietary or
      confidential information to ensure that its Affiliates, employees, agents and
      consultants do not disclose or make unauthorized use of the Confidential
      Information, but in no event less than reasonable care. All Confidential
      Information shall be subject to this Article 10 for a period of three (3) years
      from the date of disclosure by the Disclosing Party. The terms and conditions
      of
      this Agreement shall be considered Confidential Information.








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-25-


10.2  Publicity .
      Each
      Party shall obtain the prior written consent of the other Party prior to making
      any press release regarding the relationship set forth in this Agreement,
      including any future product developments. Once a Party has obtained the other
      Party’s written consent to issue any press release or other public disclosure,
      the Party may subsequently release or issue such approved information without
      the need to obtain additional approval from the other Party for each such
      subsequent use. Notwithstanding the foregoing, Luminex or TM shall be permitted
      to disclose any details regarding this relationship to the extent required
      by
      law.




10.3  Filing
      of Agreement .
      In the
      event that a Party is required by applicable law or regulation, or the terms
      of
      any listing agreement to file this Agreement with any governmental agency or
      in
      any other public forum, such Party shall use its best efforts to redact from
      such filing the economic terms contained in this Agreement and such other terms
      as the other Party may reasonably request.




10.4  Exceptions .
      Notwithstanding Section 10.1, neither Party shall have liability to the
      other with regard to any Confidential Information that it discloses due to
      a
      legal requirement provided, that the Recipient Party shall provide reasonable
      advance notice to enable the Disclosing Party to seek a protective order or
      otherwise prevent such disclosure.




**ARTICLE
      11**


**INDEMNIFICATION** ****




11.1  Luminex
      Indemnity .
      Subject
      to the requirements of this Section 11.1 and Section 11.2, Luminex shall defend
      and/or settle, indemnify and hold harmless TM, its Affiliates or any of their
      respective officers, directors, shareholders, employees, agents or contractors
      from all costs, expenses and damages (including reasonable attorneys’ fees,
      legal expenses and court costs) (collectively, the “ Losses ”)
      resulting from or in connection with any claim, complaint, suit, allegation,
      proceeding or cause of action (each a “ Claim ”)
      by a
      third party for infringement of any third party intellectual property right
      (including copyright, trademark, or patent) by the Luminex Instruments or Beads,
      as delivered by Luminex hereunder; or as modified by Luminex or its authorized
      agents, representatives or subcontractors (including TM) (provided, in the
      case
      of such agents, representative and subcontractors only if the modifications
      were
      expressly authorized by Luminex). Luminex shall pay all Losses finally awarded
      against TM, its Affiliates or any of their respective officers, directors,
      shareholders, employees, agents or contractors, resulting from a settlement,
      or
      otherwise incurred in connection with the Claim (whether or not a final
      settlement is rendered or a judgment or award is granted and whether or not
      TM
      or any of its officers, directors, shareholders, employees, agents or
      contractors is named party to the Claim). Notwithstanding the provisions of
      this
      Section 11.1, Luminex will not have any obligation under this Article 11 to
      the
      extent a Claim for infringement is based upon and is attributed to: (i) a
      Luminex Instrument that was modified by TM, its Affiliates or a third party
      other than Luminex or its authorized agents, representatives or subcontractors;
      (ii) modifications to the Luminex Instrument or any portion thereof by a third
      party other than Luminex, its agents, representatives or subcontractors
      (provided, in the case of such agents, representatives, and subcontractors
      that
      the modifications were expressly authorized by Luminex) if such infringement
      would have been avoided by use of the Luminex Instrument as provided by Luminex;
      (iii) use of the Luminex Instrument or any portion thereof by TM in applications
      or for purposes other than for which the same was authorized by Luminex or
      intended within the Fields; or (iv) completed products or equipment or any
      assembly, combination, method or process in which the Luminex Instrument and
      Beads are used by TM, to the extent the infringement would not have resulted
      if
      the Luminex Instrument were used alone. In respect of any Claim for which TM
      seeks indemnification hereunder, TM shall: (i) promptly notify Luminex of such
      Claim, (ii) provide Luminex with sole control over the defense and/or settlement
      thereof and (iii) at Luminex’s request and expense, provide full relevant
      information (subject to any of TM’s confidentiality obligations) and reasonable
      assistance to Luminex with respect to such Claims.








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-26-


11.2  Alternatives .
      If the
      Beads or Luminex Instruments or any portion thereof are or in Luminex’s
      reasonable judgment may become, the subject of any Claim of infringement of
      third party intellectual property rights, or if a court determines that the
      Beads or Luminex Instruments or any portion thereof infringes any third party
      intellectual property rights, Luminex, at its option and expense, may: (i)
      procure for TM the right under such third party intellectual property rights
      to
      use the Beads or Luminex Instruments in accordance with the terms and conditions
      of this Agreement, (ii) replace the infringing portion of the Luminex
      Instruments or Beads so replaced, (iii) modify the Luminex Instrument or Beads
      to make the same noninfringing without impairing its functionality or (iv)
      in
      the event that (i), (ii) or (iii) are not commercially practicable in Luminex’s
      judgment, require that TM remove the Luminex Instruments and/or Beads or any
      portion thereof from use, in which event Luminex may terminate this Agreement
      by
      written notice to TM; provided, however, that Luminex repays TM any
      out-of-pocket costs incurred by TM in connection with the manufacture by TM
      of
      any Kits completed or under manufacture by TM and in its possession as of the
      effective date of such termination. The exercise by Luminex of its rights under
      this Section 11.2 shall not relieve Luminex of its obligations to indemnify
      TM
      under Section 11.1 or 11.4 for any Claims brought by third parties prior to
      the
      exercise of such rights.




11.3  TM
      Indemnity .
      Subject
      to the provisions of this Section 11.3, TM hereby agrees to defend and/or settle
      any and all Claims brought against Luminex and pay any Losses with respect
      to
      such Claims to the extent that they resulted from TM’s manufacture, development,
      use, misuse, handling, storage, sale or other disposition of Tests or Kits.
      Without limiting the generality of the foregoing, TM shall not be obligated
      to
      provide such indemnification to the extent the Claims result from a failure
      of a
      Luminex Instrument (as delivered to TM or as modified by Luminex or any of
      its
      authorized representatives, agents or authorized subcontractors) to meet the
      Luminex Instrument Specifications or of a Bead to meet the Bead Specifications
      from any act or omission of Luminex or any of its agents, representatives or
      authorized subcontractors. In respect of any Claim for which Luminex seeks
      indemnification hereunder, Luminex shall: (i) promptly notify TM of such Claim;
      (ii) provide TM with sole control over the defense and/or settlement thereof;
      and (iii) at TM’s request and expense, provide full information and reasonable
      assistance to TM with respect to such Claims.




**11.4**  **(*)**








(*)
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        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-27-







**ARTICLE
      12**


**MISCELLANEOUS******









12.1  Force
      Majeure .
      Except
      in connection with payment obligations, neither Party shall be held liable
      or
      responsible to the other Party nor be deemed to have defaulted under or breached
      the Agreement for failure or delay in fulfilling or performing any term of
      the
      Agreement during the period of time when such failure or delay is caused by
      or
      results from causes beyond the reasonable control of the affected Party
      including, but not limited to, fire, flood, embargo, war, acts of war (whether
      war may be declared or not), insurrection, riot, civil commotion, strike,
      lockout or other labor disturbance, act of God or act, omission or delay in
      acting by any governmental authority or the other Party. The affected Party
      shall notify the other Party of such force majeure circumstances as soon as
      reasonably practicable









12.2  Assignment .




(a)  TM’s
      rights and obligations under this Agreement may not be assigned or otherwise
      transferred to a third party, including any change of control of TM, without
      the
      prior written consent of Luminex, which may be provided in Luminex’s sole
      discretion, except that TM shall be permitted to assign this Agreement to an
      Affiliate as a result of an internal reorganization upon written notice to
      Luminex. Luminex may assign or otherwise transfer its rights and obligations
      under this Agreement without TM’s prior consent in the event of a change of
      control of Luminex, or the sale of substantially all of the assets related
      hereto. Any assignment or any attempted assignment by either Party in violation
      of this Section 12.3 shall be null and void. Subject to the foregoing, this
      Agreement shall be binding upon and inure to the benefit of the Parties hereto,
      their successors and assigns. In the event that Luminex grants written
      permission to TM for TM to assign or transfer the rights and obligations under
      a
      definitive agreement to a third party, **(*)** (“ Assignment
      Fee ”),
      provided that TM shall not be obligated to pay such Assignment Fee in the event
      TM assigns this Agreement to an Affiliate as a result of an internal
      reorganization.




(b)  The
      restrictions in Section 12.2(a) shall
      not apply in the context of an assignment (i) of the licenses granted herein
      if
      the assignee already has a pre-existing license with Luminex to Field
      One.




12.3  Notices .
      Any
      notice or report required or permitted to be given or made under this Agreement
      by either Party shall be in writing and delivered by certified mail or by
      confirmed facsimile to the other Party at its address indicated below (or to
      such other address as a Party may specify by notice hereunder).







If
              to Luminex:
            Luminex
                Corporation
                12212
                  Technology Boulevard
                Austin,
                  Texas 78727
                Attention:
                  General Counsel
                Fax:
                  (512) 219-6325










(*)
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        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-28-





If
              to TM:
            TM
                Bioscience Corporation
                439
                  University Avenue
                Suite
                  2000Toronto,
                  Ontario M5G 1Y8
                Attention:
                  Jeremy Bridge-CookFax:
                  (416) 593-1066




12.4  Limitation
      of Liability .




(a)  Except
      as
      otherwise expressly provided herein, Luminex’s liability arising out of this
      Agreement and/or the sale of Beads, Luminex Instruments or portions thereof
      shall be limited to the aggregate amounts paid by TM to Luminex for the Beads
      and Luminex Instruments under this Agreement. IN NO EVENT SHALL EITHER PARTY
      BE
      LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL,
      EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR
      PROFITS RELATING TO THE SAME), ARISING FROM OR RELATING TO THIS AGREEMENT OR
      THE
      SUBJECT MATTER HEREOF, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE
      OR
      STRICT LIABILITY) OR OTHERWISE, AND EVEN IF SUCH PARTY IS ADVISED OF THE
      POSSIBILITY OR LIKELIHOOD OF SAME. THE LIMITATIONS IN THIS SECTION 12.4 SHALL
      APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
      PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, THE LIMITATION SHALL NOT APPLY
      TO (I) ANY DAMAGES THAT MAY RESULT FROM THE INFRINGEMENT OR MISAPPROPRIATION
      OF
      ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY
      RIGHT; (II) ANY DAMAGES THAT MAY RESULT FROM THE BREACH OF ARTICLE 9; OR (III)
      LIABILITY ARISING UNDER SECTION 11.3 HEREUNDER.




(b)  Upon
      Termination .
      In the
      event of termination by either Party in accordance with any of the provisions
      of
      this Agreement, neither Party shall be liable to the other, because of such
      termination, for compensation, reimbursement or damages on account of the loss
      of prospective profits or anticipated sales or on account of expenditures,
      inventory, investments, leases or commitments in connection with the business
      or
      goodwill of Luminex or TM. Termination shall not, however, relieve either Party
      of obligations or liabilities incurred prior to the termination, including
      damages suffered by a Party as a result of a breach of this Agreement by the
      other Party.




12.5  Foreign
      Corrupt Practices Act .
      In
      conformity with the United States Foreign Corrupt Practices Act and with
      Luminex’s established corporate policies regarding foreign business practices,
      TM and its employees and agents shall not directly or indirectly make any offer,
      payment, or promise to pay; authorize payment; nor offer a gift, promise to
      give, or authorize the giving of anything of value for the purpose of
      influencing any act or decision of an official of any foreign government or
      the
      United States Government (including a decision not to act) or inducing such
      a
      person to use his or her influence to affect any such governmental act or
      decision in order to assist Luminex in obtaining, retaining or directing any
      such business.








(*)
        this
        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
 This
        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-29-


12.6  Export
      Control .
      TM
      further understands and acknowledges that Luminex is subject to regulation
      by
      agencies of the United States, including, but not limited to, the U.S.
      Department of Commerce, which prohibit export or diversion of certain products
      and technology to certain countries. Any and all obligations of Luminex to
      provide the Beads or Luminex Instrument, as well as any other technical
      information or assistance shall be subject in all respects to such laws and
      regulations as shall from time to time govern the license and delivery of
      technology and products abroad by persons subject to the jurisdiction of the
      United States, including the U.S. Export Administration Act of 1979, as amended,
      any successor legislation, and the Export Administration Regulations issued
      by
      the U.S. Department of Commerce, Bureau of Export Administration. TM agrees
      to
      cooperate with Luminex, including providing required documentation, in order
      to
      obtain export licenses or exemptions therefrom. TM warrants that it will comply
      with the U.S. Export Administration Regulations and other laws and regulations
      governing exports in effect from time to time. TM further agrees not to provide
      Kits, Beads or Luminex Instruments to any organization, public or private,
      which
      engages in the research or production of military devices, armaments, or any
      instruments of warfare, including biological, chemical and nuclear warfare.




12.7  Headings .
      Headings included herein are for convenience only, do not form a part of this
      Agreement and shall not be used in any way to construe or interpret this
      Agreement.




12.8  Non-Waiver .
      Any
      waiver of the terms and conditions hereof must be explicitly in writing. The
      waiver by either of the Parties of any breach of any provision hereof by the
      other shall not be construed to be a waiver of any succeeding breach of such
      provision or a waiver of the provision itself.




**12.9**  Severability .
      Should
      any section, or portion thereof, of this Agreement be held invalid by reason
      of
      any law, statute or regulation existing now or in the future in any jurisdiction
      by any court of competent authority or by a legally enforceable directive of
      any
      governmental body, such section or portion thereof shall be validly reformed
      so
      as to reflect the intent of the Parties as nearly as possible and, if
      unreformable, shall be deemed divisible and deleted with respect to such
      jurisdiction, but the Agreement shall not otherwise be affected **.**




12.10  Advice
      of Counsel .
      TM and
      Luminex have each consulted counsel of their choice regarding this Agreement,
      and each acknowledges and agrees that this Agreement shall not be deemed to
      have
      been drafted by one Party or another and will be construed
      accordingly.







12.11  Further
      Assurances .
      At any
      time or from time to time on and after the date of this Agreement, either Party
      shall at the request of the other Party: (i) deliver to Luminex such records,
      data or other documents consistent with the provisions of this Agreement, (ii)
      execute, and deliver or cause to be delivered, all such consents, documents
      or
      further instruments of transfer or license, and (iii) take or cause to be taken
      all such actions, as the other Party may reasonably deem necessary or desirable
      in order for it to obtain the full benefits of this Agreement and the
      transactions contemplated hereby.










(*)
        this
        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-30-


12.12  Independent
      Contractors .
      The
      relationship of TM and Luminex established by this Agreement is that of
      independent contractors. Nothing in this Agreement shall be construed to create
      any other relationship between TM and Luminex. Neither Party shall have any
      right, power or authority to assume, create or incur any expense, liability
      or
      obligation, express or implied, on behalf of the other.




12.13  Entire
      Agreement .
      The
      terms and provisions contained in the Agreement, including the Schedules hereto,
      constitute the entire agreement between the Parties and shall supersede all
      previous communications, representations, agreements or understandings, either
      oral or written, between the Parties. The Parties agree that the terms and
      conditions of this Agreement shall prevail, notwithstanding contrary or
      additional terms, in any purchase order, End User License, Terms and Conditions,
      sales acknowledgment, invoice, packing slip, confirmation or any other document
      issued by either Party affecting the sale of Beads or Luminex Instruments.
      No
      agreement or understanding varying or extending this Agreement shall be binding
      upon either Party hereto, unless set forth in a writing which specifically
      refers to the Agreement signed by duly authorized officers or representatives
      of
      the respective Parties, and the provisions hereof not specifically amended
      thereby shall remain in full force and effect.




12.14  Representations
      and Warranties .
      The
      parties represent and warrant to one another, that as of the Effective
      Date:





(i)
      this
      Agreement has been duly executed and delivered by it and constitutes legal,
      valid and binding obligations enforceable against it in accordance with its
      terms;





(ii)
      no
      approval, authorization, consent or other order or action of or filing with
      any
      court, administrative agency or other governmental authority is required for
      the
      execution and delivery by it of this Agreement or the consummation by it of
      the
      transactions contemplated hereby;





(iii)
      it
      has full corporate power and authority to execute and deliver this Agreement
      and
      to consummate the transactions contemplated hereby. All corporate acts and
      other
      proceedings required to be taken to authorize such execution, delivery, and
      consummation have been duly and properly taken and obtained.







12.15  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but which together shall constitute one and the same
      instrument




12.16  Applicable
      Law and Dispute Resolution .




(a)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, U.S.A. without reference to any rules of conflict of laws.




(b)  The
      Parties expressly exclude the application of the United Nations Convention
      for
      the International Sale of Goods.










(*)
        this
        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-31-


(i)  (c)
      If
      the Parties are unable to settle the matter between themselves within forty-five
      (45) days (other than a dispute regarding Confidential Information or Patent
      Rights), either Party may initiate meditation upon written notice to the other
      Party. If the Parties have not reached a settlement within forty-five (45)
      days
      of the initiation of the meditation, then either Party may initiate legal action
      or request dispute resolution, both in its discretion.







12.17  TM
      Responsibility for Affiliates .
      TM
      shall be responsible for ensuring that its Affiliates comply with all terms
      and
      conditions of this Agreement and shall defend, indemnify and hold harmless
      Luminex, its Affiliates and their respective officers, directors, shareholders,
      agents and employees against any and all Losses arising or resulting from any
      material breach by any Affiliate of any such term or condition.














(*)
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        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-32-





IN
      WITNESS WHEREOF, the Parties hereto have caused their duly authorized
      representatives to execute this Agreement.












TM BIOSCIENCE CORPORATION
            
            LUMINEX CORPORATIONBy: _______________________________
            
            By:  _______________________________Name:
            
            Name:Russell
              W. BradleyTitle:
            
            Title: Vice
              President, Business Development











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        text has been omitted pursuant to a request for confidential treatment and
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        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-33-




**EXHIBIT
      A**




**SPECIFICATIONS**








BEAD
      SPECIFICATIONS







**LUMINEX
      INSTRUMENT CARBOXYLATED MULTI-ANALYTE MICROSPHERE**







**Description**


Medium    purified
      water + 0.01% Merthiolate


Polymer    polystyrene,
      crosslinked


Fluorochromes  varying
      concentrations of internally incorporated proprietary fluorochromes


Density    1.05
      g/ml


Mean
      Diameter   5.6
      μm


Surface
      Functional


Group  -COOH








**Specification**


**General**Appearance
            Homogenous
                suspension or settled layer with clear solutionConcentration
            12.5E+6+12%**Physical**Mean
                Diameter/Size
            5.6
                μm -+0.2 μmDiameter
                CV
            <5%











LUMINEX
      200 SYSTEM SPECIFICATIONS





**Optics**


Reporter
      laser: 532nm, nominal output 10-15 mW, maximum £ 500 mW,
      frequency doubled diode; mode of operation, continuous wave (CW)


Classification
      laser: 635 nm, 9.1 mW ± 6%
      nominal, maximum output 25mW, diode; mode of operation, continuous wave
      (CW)


Reporter
      detector: Photomultiplier tube, detection bandwidth of 565- 585 nm


Classification
      detector: Avalanche photo diode with temperature compensation


Doublet
      discrimination detector: Avalanche photo diode with temperature
      compensation





**Fluorescence
      Wavelengths**


Reporter
      1 (RP1): 575nm


Bandwidth
      20nm





**Optical
      Design Elements**


Avalanche
      photodiodes in red and infrared


PMT
      for
      best sensitivity in RP1 wavelengths


Square
      quartz cuvette


Outside
      -
      2mm x 2mm


Inside
      -
      200μm x 200μm


DSP
      based
      waveform analysis for maximum sensitivity






(*)
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        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-34-


**Fluidics**


20μl
      to
      200μl sample uptake volume via sample loop


Integral
      pneumatic Z axis


Fixed
      sample injection rate on syringe pump: 60 μl/min


Sample
      core: 15-20 μm core @ 60 μL/min default


Sheath
      flow rate: 90 μl/sec±5


On-board
      sheath fluid pressure pump


External
      sheath/waste containers





**96
      Well Microtiter Plates**


Compatible
      with standard plates no thicker than 0.75 inches (19mm)





**Electrical**


LX200
      Power: 100 - 120 V~ ±10%, and 200-240 V~ ±10%, 1.4 Amps, 47-63 Hz


XY
      Platform Power: 100-240 V~ ±10%,, 1.8 Amps, 47-63 Hz


SDS
      Power: 100-240 V~ ±10%,, 1.4 Amps, 47-63 Hz





**Communications
      Interface (Luminex XY Platform)**


RS-232





**Software
      Features**


Microsoft®
      Windows® XP Pro SP2 operating system


Real-time
      data acquisition and display


Instrument
      calibration and control


Data
      Export to CSV or FCS 2.0





**Controller
      Hardware**


Personal
      computer with 17” flat panel monitor


41
      cm (W)
      x 43 cm (D) x 53 cm (H) (approx.)


16
      inches
      (W) x 17 inches (D) x 21 inches (H) (approx.)


PC
      Power:
      115 - 230 V~, 5.0/2.5 Amps, 50-60Hz


Monitor
      Power: 100 - 240 V~, 2 Amps, 50-60Hz





**Instrumentation
      Physical Dimensions**


LX200:


43
      cm (W)
      x 50.5 cm (D) x 24.5 cm (H)


17
      inches
      (W) x 20 inches (D) x 9.5 inches (H)


Weight:
      25 kg (60 lbs.)





XYP:


44
      cm (W)
      x 60 cm (D) x 8 cm (H) (approx.)


17.25”
      (W) x 23.5” (D) x 3” (H) (approx.)


Weight:
      15 kg (33 lbs.)





SDS:


20
      cm (w)
      x 30 cm (D) x 24.75 cm (H)


8”
(W)
      x
      11.75” (D) x 9.75” (H)


Weight:
      9
      kg (20 lbs.)





**Operating
      Environment**


Operating
      temperature 15°C to 30°C (59° to 86° F),


Humidity:
      20% - 80% relative humidity non condensing


Altitude:
      up to 2400 m (7874 ft) above mean sea level.








(*)
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        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-35-


**EXHIBIT
      B**




**END
      USER LICENSES**








**Label/Sticker
      for Luminex Instrument:**





**By
      opening the packaging containing this unit of Luminex instrumentation or using
      this unit of Luminex Instrument in any manner, you are consenting and agreeing
      to be bound by the following terms and conditions and the terms and conditions
      set forth in the End User License Agreement for the Luminex software included
      with this unit. You are also agreeing that all such terms and conditions
      constitute a legally valid and binding contract that is enforceable against
      you.
      If you do not agree to all of such terms and conditions, you must promptly
      return this unit of Luminex instrumentation for a full refund prior to using
      it
      in any manner.**





No
      rights
      or licenses under any of Luminex Corporation's ("Luminex") patents are granted
      by or shall be implied from the sale of this unit of Luminex Instrument or
      license of Luminex software to you, the purchaser, and you do not receive any
      right under Luminex's patent rights by virtue of your purchase of Luminex
      Instrument or license of Luminex software. You agree that the Luminex Instrument
      and Luminex software are sold only for use with fluorescently labeled
      microsphere beads authorized by Luminex and you may obtain a royalty-free
      license under Luminex’s patents, if any, to use this unit of Luminex Instrument
      with fluorescently labeled microsphere beads authorized by Luminex by purchasing
      beads authorized by Luminex and registering this unit of Luminex Instrument
      with
      Luminex dealer, in accordance with the instructions accompanying the Luminex
      Instrument. You agree not to reverse engineer the Luminex Instrument or any
      such
      beads.








**Label
      License/Sticker for Kit:**





**By
      opening the packaging containing this Kit (which contains fluorescently labeled
      microsphere beads authorized by Luminex Corporation) or using this Kit in any
      manner, you are consenting and agreeing to be bound by the following terms
      and
      conditions. You are also agreeing that the following terms and conditions
      constitute a legally valid and binding contract that is enforceable against
      you.
      If you do not agree to all of the terms and conditions set forth below, you
      must
      promptly return this Kit for a full refund prior to using it in any
      manner.**




You,
      the
      customer, acquire the right under Luminex Corporation's patent rights, if any,
      to use this Kit or any portion of this Kit, including without limitation the
      microsphere beads contained herein, only with Luminex Corporation’s laser based
      fluorescent analytical test instrumentation marketed under the name Luminex
      Instrument.











**License
      Agreement for Luminex Instrument Software:**





**By
      opening the packaging containing a unit of Luminex Instrument or using such
      unit
      in any manner, you are consenting and agreeing to be bound by the terms and
      conditions set forth in the following End-User License Agreement (EULA). You
      are
      also agreeing that the EULA constitutes a legally valid and binding contract
      that is enforceable against you. If you do not agree to all of the terms and
      conditions in the EULA, you must promptly return the related unit of Luminex
      Instrument for a full refund prior to using it in any
      manner.**




(*)
        this
        text has been omitted pursuant to a request for confidential treatment and
        has
        been filed separately.
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        document contains confidential information and cannot be shared in any format
        with any third party without the express written permission of Luminex
        Corporation.


-36-





**End-User
      License Agreement (EULA) for Luminex® Software**





This
      Luminex End-User License Agreement (“EULA”) is a legal agreement between you
      (either an individual or a single entity, also referred herein as “you”) the
      end-user and Luminex Corporation (“Luminex”) regarding the use of the Luminex
      software product provided to you above, which includes computer software and
      online or electronic documentation and may include associated media and printed
      materials (if any) (“SOFTWARE PRODUCT” or “SOFTWARE”).





The
      SOFTWARE PRODUCT is protected by copyright laws and international copyright
      treaties, as well as other intellectual property laws and treaties. The SOFTWARE
      PRODUCT is licensed, not sold.





1.
            GRANT
                OF LICENSE. Subject to the terms and conditions of this EULA, Luminex
                hereby grants to you a nonexclusive, nontransferable, nonassignable
                license (without right to sublicense) under Luminex’s copyrights and trade
                secrets to use the SOFTWARE PRODUCT on a hardware platform purchased
                from
                Luminex pursuant to Luminex’s terms and conditions of sale. You may make
                one (1) copy of the SOFTWARE PRODUCT for backup or archival purposes
                only.
                Although no rights or licenses under any of Luminex's patents are
                granted
                by or shall be implied from the license of the SOFTWARE or the sale
                of
                Luminex instrumentation to you, the purchaser, you may obtain a license
                under Luminex’s patents, if any, to use this unit of Luminex
                instrumentation with fluorescently labeled microsphere beads autho-rized
                by Luminex by purchasing such beads from Luminex or an authorized
                Luminex
                reseller.





2.
            RESTRICTIONS.


**·**
            You
                must maintain all proprietary notices on all copies of the SOFTWARE
                PRODUCT.


**·**
            You
                may not distribute copies of the SOFTWARE PRODUCT to third
                parties.


**·**
            You
                may not reverse-engineer, decompile, disassemble, or otherwise attempt
                to
                derive source code from the SOFTWARE
                PRODUCT.


**·**
            You
                may not copy (other than one backup or archival copy), distribute,
                sublicense, rent, lease, transfer or grant any rights in or to all
                or any
                portion of the SOFTWARE PRODUCT.


**·**
            You
                must comply with all applicable laws regarding the use of the SOFTWARE
                PRODUCT.


**·**
            You
                may not modify or prepare derivative works of the SOFTWARE
                PRODUCT.


**·**
            You
                may not use the SOFTWARE PRODUCT in a computer-based service business
                or
                publicly display visual output of the SOFTWARE
                PRODUCT.


**·**
            You
                may not transmit the SOFTWARE PRODUCT over a network, by telephone,
                or
                electroni-cally by any means.





3.
            TERM
                AND TERMINATION. Your rights under this EULA are effective until
                termination. You may terminate this EULA at any time by destroying
                the
                SOFTWARE PRODUCT, including all computer programs and documentation,
                and
                erasing any copies residing on your computer equipment. Luminex may
                terminate this EULA upon thirty (30) days written notice to you.
                Your
                rights under this EULA automatically terminate without further action
                on
                the part of Luminex if you do not comply with any of the terms or
                conditions of this EULA. Upon any termination of this EULA, you agree
                to
                destroy the SOFTWARE PRODUCT and erase any copies residing on your
                computer equipment.





4.
            RIGHTS
                IN SOFTWARE. All rights and title in and to the SOFTWARE PRODUCT
                and any
                copies thereof are owned by Luminex or its suppliers. This EULA is
                not a
                sale and does not transfer to you any title or ownership interest
                in or to
                the SOFTWARE or any patent, copyright, trade secret, trade name,
                trademark
                or other intellectual property right therein. You shall not remove,
                alter,
                or obscure any propri-etary notices contained on or within the SOFTWARE
                and shall reproduce such notices on any back-up copy of the SOFTWARE.
                All
                title and intellectual property rights in and to the content which
                may be
                accessed through use of the SOFTWARE PRODUCT is the property of the
                respective content owner and may be protected by applicable copyright
                or
                other intellectual property laws and treaties. This EULA grants you
                no
                rights to use such content.




(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-37-





5.  EXPORT
      RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE
      PRODUCT to any country, person, entity, or end-user subject to U.S.A. export
      restrictions. You hereby warrant no state or federal agency has suspended,
      revoked, or denied your export privileges.





6.
            **NO
                WARRANTY. THE SOFTWARE PRODUCT IS LICENSED “AS IS.” ANY USE OF THE
                SOFTWARE PRODUCT IS AT YOUR OWN RISK. THE SOFTWARE PRODUCT IS PROVIDED
                FOR
                USE ONLY WITH LUMINEX PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY
                APPLICABLE LAW, LUMINEX AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES,
                EITHER
                EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
                OF
                MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
                NONINFRINGEMENT.**





7.
            **LIMITATION
                OF LIABILITY. IN NO EVENT SHALL LUMINEX OR ITS SUPPLIERS BE LIABLE
                FOR ANY
                SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER
                (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
                BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
                PECUNIARY LOSS) ARIS-ING OUT OF THE USE OF OR INABILITY TO USE THE
                SOFTWARE PRODUCT, EVEN IF LUMINEX HAS BEEN ADVISED OF THE POSSIBILITY
                OF
                SUCH DAMAGES.**





MISCELLANEOUS.
      This EULA is governed by the laws of the State of Texas, U.S.A., without
      reference to conflicts of laws principles. You shall not assign or sublicense
      or
      otherwise transfer the rights or license granted hereunder, by agreement or
      by
      operation of law, without the prior written consent of Luminex, and all
      assignments in violation of this prohibition shall be null and void. This EULA
      is the complete and exclusive agreement of Luminex and you and supersedes all
      other communications, oral or written, relating to the subject matter hereof.
      No
      change to this EULA shall be valid unless in writing and signed by the party
      against whom enforcement is sought. The waiver or failure of Luminex or you
      to
      exercise in any respect any right or rights provided for herein shall not be
      deemed a waiver of any further right hereunder. If any provision of this EULA
      is
      held unenforceable, the remainder of this EULA will continue in full force
      and
      effect.





(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-38-


**EXHIBIT
      C**




**FIELDS**









**(*)**




**(*)** (*)
              this
              text has been omitted pursuant to a request for confidential treatment
              and has
              been filed separately.
 This
              document contains confidential information and cannot be shared in
              any format
              with any third party without the express written permission of Luminex
              Corporation.
 -39-




**EXHIBIT
      D**




**LUMINEX
      INSTRUMENT PRICING**









**Part
              Number**
            **Description**
            **Price**LX200-IS2.3WB
            Luminex 200 IS 2.3 Total System -
              with
                Developers Workbench,
              (includes
                Luminex 200/IS Reader
              and
                Luminex XYP Plate Handler,
              Luminex
                SD, Dell Computer
              System
                and Monitor and
              applicable
                accessories)
            **(*)**






















*At
      such
      time as TM provides written notification to Luminex of its agreement to
      transition its purchases of Instruments entirely and solely to the Luminex
      200
      System (LX-200-IS2.3WB), this price will be (*).





Notwithstanding
      the foregoing, Luminex may increase the price of the Luminex Instrument at
      any
      time to the extent of an increase in material costs or other production or
      manufacturing cost increases that can be substantiated by Luminex. Any such
      changes in the price of the Luminex Instrument shall be effective for all
      Luminex Instruments ordered after notice is provided by Luminex.










(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-40-




**EXHIBIT
      E**




**LUMINEX
      BEAD PRICING** ****







**CARBOXYLATED
                BEADS**
            **Concentration**
              **(Beads
                per mL)**
            **Volume**
              **(mL)**
            **Total
                Beads**
            **Price**12,500,000
            1
            12,500,000
            **(*)**12,500,000
            4
            50,000,000
            **(*)**12,500,000
            16
            200,000,000
            **(*)**








(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-41-




**EXHIBIT
      F**




**TRADEMARKS**





Flowmetrix ®


Luminex ®


Lumavidin ®


LabMAP ®





xMAP ®





Luminex ® 100 TM


Luminex ® 100 TM IS


Luminex ® 200 TM


Suspension
      Array TM


Luminex ® XYP TM


Luminex ® SD TM


Luminex ® HTS TM


Luminex ® FlexMAP TM


Luminex ® SeroMAP TM






(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-42-




**EXHIBIT
      G**




**TRADEMARK
      USAGE GUIDELINES**







(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-43-




**EXHIBIT
      H**




**(*)**
































(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.


-44-




**EXHIBIT
      I**




**AFFILIATES
      OF TM**










Name
      of Affilate    State
      of Incorporation


Tm
      Technologies, Inc.   Delaware


Tm
      Bioscience, Inc.    Delaware


Tm
      Bioscience HG Inc.   Ontario


Tm
      Bioscience PGX Inc.   Ontario






















(*)
          this
          text has been omitted pursuant to a request for confidential treatment
          and has
          been filed separately.
 This
          document contains confidential information and cannot be shared in any
          format
          with any third party without the express written permission of Luminex
          Corporation.
  -45-