Exhibit
10.3


LICENSE AGREEMENT


This License Agreement
(this “Agreement”) is effective as of the Effective Date, as defined below, and
is between Agilent Technologies, Inc.  (“Agilent”)
incorporated under the laws of the State of Delaware, with a place of business
at 5301 Stevens Creek Blvd, Santa Clara, California, and Catalyst Assets LLC (“Catalyst”),
a limited liability company under the laws of Delaware, with a place of
business at 3545 South Park Drive, Jackson, Wyoming 83001
(the “Agreement”). Each of Agilent and Catalyst is a “Party”
and together they are the “Parties” to this Agreement. Any other Entity is a “Third Party.”


RECITALS


Agilent
owns or controls and has the right to license certain patents and patent rights
and desires to grant and Catalyst desires to obtain a license under such
rights.


In
consideration of the mutual promises and covenants contained herein, and those
provided in a certain Asset Purchase Agreement between the parties dated as of
the Effective Date, the parties agree as follows:


1.             Definitions.


a. “Affiliate”
means for a company, any corporation or other business Entity in which such
company owns or controls, directly or indirectly, at least fifty percent (50%)
of the outstanding stock or other voting rights entitled to elect directors;
provided, however, that in any country where the local law does not permit
foreign equity participation of at least 50%, then an “Affiliate” shall include
any corporation or other business Entity in which the company owns or controls,
directly or indirectly, the maximum percentage of such outstanding stock or
voting rights permitted by local law.


b. “Assigned
Patent Rights” means those patent and other intellectual property
rights, including licensed intellectual property rights, which were assigned to
Catalyst by Agilent under the Asset Purchase Agreement and/or the Assignment
Agreement between Agilent and Catalyst both entered as of the Effective Date.


c.   “Control” means (a) in the case of corporate
Entities, direct or indirect ownership or control (such as through voting
trusts) of at least fifty percent (50%) of the stock or shares having the right
to vote for the election of directors, and (b) in the case of non-corporate
entities, the direct or indirect power to manage, direct or cause the direction
of the management and policies of the non-corporate Entity or the power
to elect at least fifty percent (50%) of the members of the governing body of
such non-corporate Entity.


d. “Clinical
Services Field” means the development and use of clinical assays
only for internal use and consumption including provision of contract clinical
service(s) resulting in the delivery of clinically or medically relevant
results to patients or their caregivers, in all cases expressly excluding
forensic applications and Research Services.


e. “Collaboration”  means any cooperative scientific engagement
by written formal agreement executed between Catalyst and a Third Party, under
which:  (a) there is an exchange or
transfer of proprietary information and/or biological materials; (b) each party
contributes in a material manner to



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design, execution and/or data analysis of the scientific premise; (c)
each provides the other substantial scientific input, sharing data and results;
(d) the data are used to facilitate Catalyst’s research and development and (e)
Catalyst has been granted or retains significant proprietary rights for
significant intellectual property generated.


f.  “Diagnostics Field” means in-vitro products,
devices, reagents, components, systems, applications, software and/or assays
for clinical use, including without limitation diagnostic and prognostic tests,
in each case that may require a premarket clearance or approval, including a
510k, ASR (provided that Catalyst may not sell an ASR product that is identical
in formulation to one of Agilent’s cataolog products), or PMA, from the Federal
Food and Drug Administration or a foreign equivalent governing body, or that is
manufactured under and in compliance with Quality Systems Regulations governing
the manufacture of in-vitro diagnostics and/or devices, before the same may
enter the stream of commerce, but excluding the fields of urinalysis,
autoimmune and allergy testing.


g.  “Effective Date” means 12:01 a.m., Pacific
Standard Time, on the first Business Day following the Effective Time as
defined in the Agreement and Plan of Merger among Agilent Technologies, Inc.,
Jackson Acquisition Corp., and Stratagene Corporation dated as of the 5th day of April, 2007 (the “Merger
Agreement”).


h. “Entity”
means any natural or legal person, partnership, association or governmental
authority.


i.  “Licensed Product” means (i) any product,
the making, use, sale, offering for sale or importation or exportation of which
infringes one or more Valid Claims of the Patents or the patents sublicensed to
Catalyst pursuant to Section 2(a)(7) hereof, (ii) any product which is
manufactured by using a Licensed Process, or (iii) any product that, when used,
practices a Licensed Process.


j.  “Licensed Process” means any process, the
practice of which infringes one or more Valid Claims of the Patents or which
infringes one or more Valid Claims of patents sublicensed to Catalyst pursuant
to Section 2(a)(7) hereof.


k.  “Licensed Technology and Know-How” shall
mean any technology, materials, clones, chemicals, biologicals, data,
information, know-how, documents, and software that is owned by Stratagene
immediately before its merger with Agilent, including business reasonable
access to Agilent employees working in the business which was operated by
Stratagene immediately before the merger, for consultation for purposes of
Catalyst developing Licensed Products.


l.  “Net Sales” means the gross amount received
by Catalyst for the sale of Licensed Products, less the following:


(i)                                     trade, quantity, or cash discounts to the
extent actually allowed and taken;


(ii)                                  amounts
repaid or credited by reason of rejection or return;


(iii)                               to the extent separately stated on purchase
orders, invoices, or other documents of sale, any duties, taxes or other
governmental charges levied on the production, sale, transportation, delivery,
or use of a Licensed Product which is paid by or on behalf of Catalyst; and



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(iv)                              transportation (including insurance) costs.


No deductions shall be
made for commissions paid to individuals whether they are with independent
sales agencies or regularly employed by Catalyst and on its payroll, or for
cost of collections.  Net Sales shall
occur on the date amounts
are received by Catalyst.  If a
Licensed Product is distributed for non-monetary consideration (whether or not
at a discount) in other than a bona fide Collaboration, Net Sales shall be
calculated based on the average amount
received for Licensed Product sold to independent Third Parties during the same Reporting Period
or, in the absence of such sales, on the fair market value of the Licensed
Product.  Net Sales shall not include amounts received
from Affiliates of Catalyst unless such Affiliate is an end-user of any
Licensed Product, in which case such consideration shall be included in
Net Sales and shall be calculated in accordance with the preceding sentence.


m.  “Patent Rights”  means any rights granted to the owner of the Patents under
any applicable laws, rules, regulations or other legal requirements of any
applicable governmental entity, foreign or domestic.


n.  “Patents” means all patents, patent
applications, and inventions which were owned by Stratagene immediately before
the closing of its merger with Agilent and are owned by Agilent after the
closing of the Asset Purchase Agreement between Agilent and Catalyst (the “Acquired
Patents”), together with any provisionals, divisions, reissues, reexaminations,
term extensions, continuations and continuations-in-part, and applications for
any of the foregoing, plus any patent applications filed after the Effective
Date that claim priority to any patent or patent application which are part of
the Acquired Patents, or any invention included in any Acquired Patent, or any
invention that was made by Stratagene, Inc. prior to its merger with Agilent.


o.  “Reporting Period”  begins on the first day of each calendar
quarter and end on the last day of such calendar quarter.


p.  “Research Field”  means all fields excluding the Diagnostics
Field, Therapeutics Field and/or Clinical Services.


q.  “Research Services” means commercial or
contract service(s) resulting in the delivery of Research data and/or analyses
to Third Parties for payment in cash or in kind, but excluding bona fide
Collaborations.


r.  “Standard Manufacturing Costs” means the fully burdened cost to
manufacture or procure a product as calculated by Agilent in compliance with
generally accepted accounting principals and in accordance with Agilent’s then
current Accounting and Finance Manual, relevant portions of which will be provided
in confidence upon request.


s. “Stratagene”  means Stratagene, Inc. as it existed
immediately prior to its merger with Agilent.


t. “Term”  means the period of time commencing on the
Effective Date and to the expiration or abandonment of the last patent in force
of all issued patents and filed patent applications within either the Patent
Rights or the rights sublicensed to Catalyst pursuant to Section 2(a)(7).



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u. “Therapeutics
Field” means development, manufacture, and sale of pharmaceuticals
and active pharmaceutical ingredients, including, without limitation, nucleic
acid-based therapies in all cases for in-vivo therapeutic consumption and
metabolism.


v. “Valid Claim” shall
mean a claim of any issued, unexpired United States or foreign patent that shall
not have been donated to the public, disclaimed, nor held invalid or
unenforceable by a court of competent jurisdiction in an unappealed or
unappealable decision.


2.             Grant of Rights.


a. License to Patent Rights.  Subject to the terms and
restrictions of Catalyst rights and activities found in this Agreement, Agilent
hereby grants Catalyst the following rights under the Patent Rights:


(1) Internal Use.  A non-exclusive, non-transferable,
world-wide, fully-paid, royalty-free license, without the right to sublicense,
to use internally and in bona fide Collaborations, as well as to make, have
made, import and export for internal use, Licensed Products, Licensed
Processes, and Licensed Technology and Know-How in all fields.


(2) Clinical Services Field.  A non-exclusive, non-transferable,
world-wide, fully-paid, royalty-free license, without the right to sublicense,
to make, have made, use, import, and export Licensed Products, Licensed
Processes, and Licensed Technology and Know-How in the Clinical Services Field.


(3) Diagnostics Field.  A non-exclusive, non-transferable,
world-wide, fully-paid, royalty-free license, without the right to sublicense,
to make, have made, use, import, export, lease, sell, offer to sell or
otherwise transfer Licensed Products, Licensed Processes, and Licensed
Technology and Know-How in the Diagnostics Field, subject to the rights of
Agilent set forth in Sections 2(a)(5) and 3.


(4) Therapeutics Field.  A non-exclusive, world-wide,
non-transferable, fully paid, royalty free license, without the right to
sublicense, to make, have made, use, import, export, lease, sell, offer to sell
or otherwise transfer Licensed Products, Licensed Processes, and Licensed
Technology and Know-How in the Therapeutics Field, subject to the rights of
Agilent set forth in Sections 2(a)(5) and 3.


(5) License Rights upon Change of
Control. Upon the occurrence of a change of Control of Catalyst,
Catalyst’s rights to lease, sell or otherwise transfer Licensed Products under
Section 2(a)(3) and 2(a)(4) in the Diagnostics Field and the Therapeutics Field
rights are limited to the continued selling of existing Licensed Products,
namely, Licensed Products which were actually being sold commercially at the
time that the change of Control occurred, or which began any level of the
regulatory approval process of any jurisdiction at the time that the change in
Control occurred.  For purposes of this
section, one dollar ($1) in revenue from the sale of Licensed Products shall be
deemed to satisfy the “commercial” requirement. 
In addition, upon the occurrence of a change of Control of Catalyst,
Catalyst’s rights under Section 2(a)(2) shall remain unchanged.


(6) No Additional Rights.  Nothing in this Agreement shall be construed
to confer any rights upon Catalyst by implication, estoppel, or otherwise to
any technology or patent rights of Agilent other than the rights expressly
provided for in this Agreement.  Except
as provided in Section 2(a)(7), no



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license is granted by Catalyst under this Agreement, either directly or
by implication, under any patent other than the Patent Rights.


(7) 
Right to Sublicense Agilent In-Licensed Patent Rights.


(A)          In consideration of
rights conferred to Agilent under Art. 3 below, Agilent agrees, upon
license-specific request, to provide Catalyst a sublicense to patent rights
licensed to Agilent in any license agreement existing between Stratagene and a
Third Party as of the Effective Date (including the MiRNA license) or under any
license agreement in negotiation between Stratagene and a Third Party as of the
Effective Date, provided the license was successfully assumed by Agilent after
the merger and the Third Party permits Agilent, as successor in interest to
Stratagene, to grant such a sublicense. 
Any such sublicense shall be subject to Catalyst paying Agilent any out
of pocket costs Agilent must pay the applicable licensor for granting of the
sublicense to Catalyst and otherwise for Catalyst’s use of the applicable
licensed patents, without markup (meaning neither markups to the upfront amounts
nor to running royalties) plus a reasonable administration fee.  In addition to the restrictions and
limitations provided in this Agreement, rights conferred by Agilent to Catalyst
through such sublicenses are also subject to the terms and limitations of the
specific sublicenses granting the rights. 
Notwithstanding the foregoing, if Agilent has granted a sublicense to a
Third Party and provided that Third Party withAgilent’s most favored customer
terms in the sublicense, and Catalyst has requested a sublicense to the patents
licensed that Third Party, Agilent will notify Catalyst of the applicable most
favored customer terms, and upon Catalyst’s request, grant a sublicense to
Catalyst under the same terms, conditions, and fee structure.


(B)           In connection with
Stratagene’s current negotiations with Bio-Rad regarding Stratagene’s desire to
use Bio-Rad’s DNA binding domain and 3’ exonuclease patents, including Bio-Rad’s
SSO7and 3’ exonuclease patents and patent applications (the “SS07 Patent Rights”)  and Bio-Rad’s existing use of Stratagene’s
gradient thermocycler intellectual property which Agilent will acquire in
connection with the merger with Stratagene, Agilent agrees to use reasonable
commercial efforts to obtain sufficient rights from Bio-Rad to sublicense the
SS07 Patent Rights to Catalyst for use in the Diagnostics Field, Therapeutics
Field and Clinical Services Field (the “Catalyst Fields”) (or fields as close
to such fields as Agilent is able to negotiate).  Should these negotiations be successful, Agilent
shall provide a sublicense to Catalyst for use of the SSO7 Patent Rights in the
Catalyst Fields.  Agilent agrees not to
settle with, license to, grant a covenant not to sue, or otherwise provide
Bio-Rad freedom to operate (either through action or inaction) under Agilent’s
Patent Rights before exhausting its reasonable commercial efforts to obtain the
sublicensable rights to the SS07 Patent Rights in the Catalyst Fields at a
royalty expense to Catalyst of not to exceed 1% of Catalyst’s net sales in cash
plus 1.5% of Catalyst’s net sales in credits issuing from Catalyst to BioRad
for Bio-Rad’s use of the above referenced Agilent intellectual property.


b. Right of Supply.  Agilent will supply Catalyst with catalog
products from Agilent’s pre-merger Catalog, as well as any future products
added to Agilent’s Catalog that practice any Valid Claim of any of the Patents,
in all cases for a sales price equal to Agilent’s Standard Manufacturing Costs
plus ten percent (10%), or the price in Section 2(c), if lower.  Such right of supply is not assignable, is
void upon change of Control of Catalyst, and the products purchased at this
price are subject to any license rights set forth in this Agreement.  Catalog products purchased under this right
of supply cannot be resold,



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except as ingredients in products sold under the Diagnostics Field or
Therapeutics Field license rights granted above.


c. Right of Supply Upon Change of
Control.  Upon change of
Control of Catalyst,  Agilent hereby
agrees to supply Catalyst with catalog products on its most favorable end-user
commercial terms.


d. Licensed Technology and Know-How.  Catalyst shall have a non-exclusive,
non-transferable, world-wide, fully paid, royalty free license, without the
right to sublicense, to obtain, acquire, make, have made, and use the Licensed
Technology and Know-How for purposes of developing and manufacturing Licensed
Products and otherwise exercising its rights under this Agreement.  Upon Catalyst’s requests, Agilent will
provide Catalyst with the tangible embodiments of any of the foregoing to the
extent they existed as of the Effective Date, at Agilent’s cost plus a
reasonable administrative fee.  These
rights are subject to Agilent’s rights to manufacture and distribute as
provided in Section 3.


3. 
Agilent’s Right to Manufacture and Distribute.


The rights to manufacture and sell Licensed Products granted Catalyst
in Section 2 of this Agreement are subject to Agilent’s rights to manufacture
and distribute as follows:


a. Agilent’s Initial Option to Manufacture
and Distribute Licensed Products.  Catalyst
right to manufacture (i.e., make and have made) and distribute (i.e., lease,
sell, offer to sell or otherwise transfer) Licensed Products under Section
2(a)(3) of this Agreement is subject to Agilent’s exclusive rights to
manufacture and/or distribute such Licensed Products provided in this Section
3(a).


(1)  Notice of New Product.  On
a product-by-product basis, Catalyst shall provide Agilent timely written
notice of every new Licensed Product that it intends to manufacture and
distribute in the Diagnostics Field and in the Therapeutics Field as soon as
reasonably practicable. Such notice shall include a detailed description of the
product and Catalyst’s good faith estimate of the projected market for such
product.


(2)  If Agilent Declines to Exercise its Initial Option.  Should Agilent fail to respond in
writing to Catalyst’s notice provided pursuant to Section 3(a)(1) within sixty
(60) days, or should Agilent provide Catalyst written notice that it elects not
to exercise its initial option to manufacture and/or distribute, Catalyst may
manufacture and/or distribute, as applicable, such product itself or through
Third Parties, and, in the case of manufacturing, shall be entitled to use all
licensed intellectual property rights to have such products manufactured by a
Third Party.  Nothing herein obligates
Agilent to expend any cost or perform any technology transfer to enable
manufacturing to Catalyst or to any such Third Party.


(3)  Agilent’s Initial Manufacturing and Distribution Right.  Should Agilent elect to exercise
its initial manufacturing and/or distribution option for a particular Licensed
Product prior to the expiration of the period provided for in Section 3(a)(2),
Agilent and Catalyst shall negotiate in good faith to reach agreement on the
terms and conditions for Agilent’s assumption of exclusive manufacturing and
exclusive or non-exclusive distribution for such Licensed Product.  Should Agilent and Catalyst fail to reach
agreement after sixty (60) days from the date Catalyst receives notice from
Agilent of its election, Catalyst may negotiate with a Third Party subject to
Agilent’s right in Section 3(a)(4).



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(4)  Agilent’s Right of Refusal.  Once
the terms and financials are determined between Catalyst and the Third Party,
in a writing constituting a firm offer to be supplied to Catalyst, Catalyst
will provide notice to Agilent including such writing and, Agilent shall then
have a right to accept such Third Party negotiated terms and should Agilent
elect to accept such terms Catalyst shall be obligated to enter into an
agreement with Agilent for exclusive manufacturing and distribution on such
terms.   Should Agilent decline to
manufacture and distribute on such terms or fail to provide Catalyst with
notice that it elects to manufacture and distribute on such terms within thirty
(30) days after receipt of notice from Catalyst including the written Third
Party offer, Catalyst may contract with such Third Party on the terms declined
by Agilent.  Further, such Third Party
manufacturing and distribution is subject to Agilent’s rights under Section
3(b) below. Nothing herein obligates Agilent to expend any cost or perform any
technology transfer to any such Third Party to enable manufacturing.


b. Agilent’s Option to Assume
Distribution.  For every
Catalyst Licensed Product not already being distributed by Agilent which
reaches annual Net Sales of One Million Dollars ($1,000,000 USD) for any
individual calendar year (herein a “Qualifying
Licensed Product”), Agilent shall have the right to assume exclusive
distribution on the following terms and conditions.


(1)  Notice of Qualifying Licensed Product.  Catalyst shall provide Agilent with written
notice within ninety (90) days after the end of each calendar year which
identifies each Licensed Product which became a Qualifying Licensed Product
during the prior year, such notice including an adequate description of the
product and the annual Net Sales figures for the product for the previous year.  Upon Agilent’s request, Catalyst shall
promptly provide Agilent with sufficient information regarding the product to
allow Agilent to adequately assess the effort and resources which would be
required to assume distribution.


(2)  Notice of Intent to Distribute.  Agilent shall give Catalyst written notice of
its intention to assume or to decline to assume distribution within sixty (60)
days of receipt of Catalyst’s notice under Section 3(b)(1) showing the
existence of and describing a Qualifying Licensed Product.  Upon receipt of such notice by Catalyst, the
parties shall negotiate diligently and in good faith toward an agreement for
the assumption of these duties by Agilent.


(3)  Third Party Distribution  Right.  Should Agilent decline to exercise its right
to distribute a particular Qualifying Licensed Product within the time period
required by Section 3(b)(1), or fail to respond within such time period,
Catalyst may maintain its current distribution relationship or may negotiate
for distribution of such product with a Third Party.


(4)  Agreement on Terms, Third Party Negotiations.  Should Agilent elect to distribute a
particular Qualifying Licensed Product by providing written notice within the
time period required by Section 3(b)(1), Agilent and Catalyst shall negotiate
in good faith to reach a commercial agreement providing Agilent exclusive
distribution rights. Should Agilent and Catalyst fail to reach agreement on
commercially reasonable terms after 60 days from the date of Agilent’s
acknowledgement to Catalyst of its election to distribute under Section
3(b)(2), Catalyst may negotiate terms of distribution with a Third Party.



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c.             Assignment; Change of Control.   Notwithstanding anything herein to the
contrary, including in Section 9, Agilent’s unexercised option rights under
this Section 3 shall not be assignable without the prior written consent of
Catalyst which shall not be unreasonable withheld.  In addition, such unexercised option rights
shall be void and shall no longer apply if there is a change of Control of Agilent
with out Catalysts written consent, which will not be unreasonably
withheld.  Where Agilent and Catalyst
have already entered a manufacturing and/or distribution agreement pursuant to
the option rights of Section 3, the effect of change of Control on such
agreement shall be governed by the terms of each such agreement.


d.             Labeling. 
In the event that Agilent elects to manufacture or distribute Licensed
Products, Agilent shall obtain Catalyst’s reasonable approval of all product
labeling and any materials or inserts included with the Licensed Products.  Catalyst may require that any labeling
include reference to the Catalyst name (as may be changed by Catalyst) in a
form and manner acceptable to Catalyst, and reference to any patents owned or
licensed by Catalyst.


4.  Reports and
Record Keeping.


a.  Frequency of Reports. 
Catalyst shall provide Agilent the notices required under Sections 3(a)
and 3(b) as required according to their terms. 
Catalyst shall provide Agilent a report of its Net Sales for each Licensed
Product, other than those which Agilent is distributing and other than those
which Agilent no longer has an option to manufacture or distribute pursuant to
Section 3, within ninety (90) days after the end of each Calendar Year during
the Term of this Agreement.  The
obligation to furnish such all such reports shall terminate immediately for any
Licensed Product where such report is not required for Agilent to exercise any
rights hereunder.


b.  Content of Reports. 
Each report delivered by Catalyst to Agilent shall contain at least the
following information for the immediately preceding Reporting Period:


(i) the amount of applicable
Licensed Products sold or distributed by or on behalf of Catalyst (other than
those distributed by Agilent) to independent Third Parties world-wide;


(ii)  the gross price charged by Catalyst and its
Distributors for each applicable Licensed Product;


(iii)  calculation of Net Sales on a Licensed
Product-by-Licensed Product basis for the applicable Calendar Year, including a
listing of applicable deductions;


(iv) 
If no applicable Licensed Products were sold in the previous year, the
report shall so state.


c.  Record keeping. 
Catalyst shall maintain, and shall cause its distributors to maintain,
complete and accurate records relating to sales for Licensed Products that are
subject of Agilent’s rights to manufacture and distribute under Section 3,
which records shall contain sufficient information to permit Agilent to confirm
the accuracy of any reports delivered to Agilent and compliance in other
respects with this Agreement.  The
relevant party shall retain such records for at least five (5) years following
the end of the calendar year to which they pertain, during which time Agilent,
or Agilent’s



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appointed
agents, shall have the right, at Agilent’s expense, to inspect such records
during normal business hours and upon reasonable advance notice solely to verify any reports provided under this Agreement.  In the event that Agilent elects to
manufacture Licensed Products subject to Section 3.a.3 or 3.a.4, Agilent shall
provide Catalyst, upon reasonable request, copies of manufacturing, quality
assurance, quality control, and regulatory documents and records related to
such Licensed Products.


5.  Confidential
Information.


5.1           This Agreement and
the information in the reports and records provided by Catalyst pursuant to
Sections 4(a) through 4(c) of this Agreement and the information in the
sublicense agreements provided to Catalyst under Section 2(a)(7) are “Confidential
Information” and any other non-public information of a party provided to the
other or to which the other has access if such information is marked
confidential at the time it is provided to the recipient party, is also “Confidential
Information”, provided that Confidential Information will not include
information which (i) was in the public domain prior to the time of its
disclosure under this Agreement; (ii) entered the public domain after the time
of its disclosure under this Agreement through means other than an unauthorized
disclosure by either party, (iii) was or is independently developed or
discovered by the receiving party without use of the Confidential Information
of the disclosing party; (iv) is or was disclosed to the receiving party at any
time, whether prior to or after the time of its disclosure under this
Agreement, by a Third Party without obligation of confidentiality; or (v) is
required to be disclosed to comply with applicable laws or regulations, or with
a court or administrative order, in which case disclosure may be made only to
the extent required by such laws, regulations or order and only after written
notice of such required disclosure is provided to Catalyst.


5.2           Neither party shall
disclose, publish, release, permit the disclosure of, transfer or otherwise
make available Confidential Information of the other in any form to, or for the
use or benefit of, any person or entity without the disclosing Party’s
consent.  Each Party shall, however, be
permitted to disclose relevant aspects of the other Party’s Confidential
Information to its personnel and contractors in connection with the performance
of its obligations under this Agreement and the exercise of its rights under
this Agreement.  Without limiting each
Party’s obligation as provided for in this Section 5.2, each Party shall take
reasonable steps to protect the Confidential Information of the other Party
from wrongful use or disclosure, which steps are at least as protective as the
other Party takes with respect to protecting its own Confidential Information.


6.  Notification
of Infringement; Ownership.


6.1           Catalyst agrees to
provide Agilent written notice promptly after becoming aware of any
infringement of the Patent Rights.


6.2           For the purpose of
managing the intellectual property referred to above, Catalyst and Agilent will
operate under the following principals:


a.             For inventions made
post-closing that do not claim priority to Stratagene’s pre-closing patent
estate (“Independent Patents”), the inventing entity would own the Independent
Patent solely, with no obligation to license to the other entity.



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b.             For inventions made
post-closing that claim priority to Stratagene’s pre-closing patent estate (“Dependent
Patents”), the same licensing arrangement specified above would apply.


c.             For the management
of the prosecution and enforcements of the pre-closing patent estate and the
Dependent Patents, a joint steering committee made up of one member from
Agilent, one from Catalyst and one patent attorney from each will be formed.  In instances where Catalyst is interested in
pursuing patent prosecution or enforcement, Catalyst would have the right to
assume the prosecution or enforcement rights of Agilent should Agilent elect
not to pursue its rights to the fullest extent possible.  In instances where Agilent elects to abandon
a patent application or prosecution, or where Agilent elects not to enforce a
patent where Catalyst encounters competitors that are violating the patent,
Catalyst would have the right to receive from Agilent the assignment of sufficient
rights such that Catalyst will have standing to prosecute.


7.  Indemnification.


a. Indemnity.  Catalyst shall defend Agilent and its
trustees, officers, faculty, students, employees, and agents and their
respective successors, heirs and assigns (the “Indemnitees”), from any third party suit, proceeding or other
claim (each a “Third Party Claim”) to the extent based on, and indemnify and
hold harmless the Indemnitees from and against any liability, damage, loss, or
expense (including reasonable attorneys fees and expenses awarded to a third
party) (collectively, “Losses”)
finally awarded in connection with a Third Party Claim to the extent caused by
any product, process, or service that is made, used, sold, imported, or
performed by Catalyst or a Third Party on Catalyst’s behalf (other than
Agilent) pursuant to any right or license granted under this Agreement,
including any resulting violation of Section 10, provided that Catalyst shall
have no obligation pursuant to this subsection with respect to any Losses that
result from the gross negligence or willful misconduct of any Indemnitee or any
breach of Agilent’s obligations under this Agreement, or that result from the
use without modification and consistent with the product label of any catalog
product procured by Catalyst from Agilent hereunder.


b. Procedures.  The Indemnitees agree to provide Catalyst
with prompt written notice of any Third Party Claim which indemnification is
sought under this Agreement.  Catalyst
agrees, at its own expense, to defend any applicable Third Party Claim using
attorneys reasonably acceptable to and devoid of conflict with Agilent.  The Indemnitees shall cooperate fully with
Catalyst in such defense and will permit Catalyst to conduct and control such
defense and the settlement or other disposition of such Third Party Claim;
provided, however, that any Indemnitee shall have the right to retain its own
counsel, at its own expense.  Catalyst
agrees to keep Agilent informed of the progress in the defense and disposition
of such claim and to consult with Agilent with regard to any proposed
settlement.


c. Insurance.  Catalyst shall obtain and carry in full force
and effect commercial general liability insurance, including product liability
and errors and omissions insurance or self insurance which shall protect
Catalyst and Indemnitees with respect to events covered by Section 9(a)
above,  Such insurance or self-insurance
shall have limits of not be less than One Million Dollars ($1,000,000) per
occurrence with an aggregate of Three Million Dollars ($3,000,000) for bodily
injury including death; One Million Dollars ($1,000,000) per occurrence with an
aggregate of Three Million Dollars ($3,000,000) for property damage; and One
Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million
Dollars



 10
 









($3,000,000)
for errors and omissions.  Catalyst shall
continue to maintain such insurance or self-insurance after the expiration or
termination of this Agreement during any period in which Catalyst continues (i)
to make, use, or sell a product which was a Licensed Product under this
Agreement or (ii) to perform a service using products which were Licensed
Products under this Agreement or use processes which were Licensed Processes
under this Agreement, and thereafter for a period of five (5) years.


8.  Representations
and Warranties


EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT,
AGILENT MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS OR CLAIMS,
WHETHER ISSUED OR PENDING.  SPECIFICALLY,
AND NOT TO LIMIT THE FOREGOING, AGILENT MAKES NO WARRANTY OR REPRESENTATION (I)
REGARDING THE VALIDITY OR SCOPE OF THE PATENT RIGHTS, AND (II) THAT THE
EXPLOITATION OF THE PATENT RIGHTS OR ANY LICENSED PRODUCT OR LICENSED PROCESS
WILL NOT INFRINGE ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF AGILENT
OR OF A THIRD PARTY.


IN NO EVENT SHALL EITHER PARTY OR ITS TRUSTEES, DIRECTORS, OFFICERS,
EMPLOYEES OR AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR
INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL BE
ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY OF THE FOREGOING.


9.  Assignment.


a.             Catalyst may assign
this Agreement, upon written notice to Agilent and without Agilent’s consent,
(i) to an Affiliate, (ii) in conjunction with the sale or transfer of all or
substantially all of its assets related to the commercialization of the Patent
Rights, or (iii) pursuant to a merger or consolidation, to or into an Entity
which has agreed in writing to be bound by all the terms and conditions of this
Agreement.  Should such assignment
constitute a Change of Control, the provisions of Section 3(b)(5) shall apply.


b.             Agilent may assign
this Agreement, upon written notice to Catalyst and without Catalyst’s consent:
(1) to an Affiliate, (ii) in conjunction with the sale or transfer of all or
substantially all of its assets related to the commercialization of the Patent
Rights, or (iii) pursuant to a merger or consolidation, to or into an Entity
which has agreed in writing to be bound by all the terms and conditions of this
Agreement.



 11
 









10.  General Compliance
with Laws


a. Compliance with Laws.  Catalyst shall use reasonable commercial
efforts to comply with all commercially material local, state, federal, and
international laws and regulations relating to the development, manufacture,
use, and sale of Licensed Products.


b. Export Control.  Catalyst shall comply with all United States
laws and regulations controlling the export of certain commodities, products,
devices and technical data, including without limitation all Export
Administration Regulations of the United States Department of Commerce and
foreign health ministries.


c. Non-Use of Agilent Name. Catalyst shall
not use the name of Agilent including its Affiliates or any variation,
adaptation, or abbreviation thereof, or any trademark owned by Agilent or any
of its Affiliates or any terms of this Agreement in any promotional material or
other public announcement or disclosure without the prior written consent of
Agilent.  The foregoing notwithstanding,
without the consent of Agilent, Catalyst may state, where such statements are
accurate, that it is licensed by Agilent under one or more of the patents
and/or patent applications comprising the Patent Rights, shall comply with the
patent marking requirements of Section 10(d) this Agreement, and may make
disclosures or statements required by law.


d. Marking of Licensed Products.  To the extent commercially feasible and
consistent with prevailing business practices, Catalyst shall mark all Licensed
Products that are manufactured for resale under this Agreement with the number
of each issued patent under the Patent Rights that applies to such Licensed
Product.


11.  Termination


a. Voluntary Termination by Catalyst.  Catalyst shall have the right to terminate
this Agreement, for any reason, by providing thirty (30) days advance written notice.  All rights and license provided herein shall
terminate upon such voluntary termination.


b. Termination for Default.  


(i)
Nonpayment.  In
the event Catalyst fails to pay any amounts due and payable to Agilent
hereunder, and fails to make such payments within sixty (60) days after
receiving written notice of such failure, Agilent may suspend this Agreement
immediately upon written notice to Catalyst until payment has been made or the
issue is otherwise resolved. 


(ii)
Material Breach.  In
the event Catalyst commits a material breach of this Agreement and fails to
cure that breach within sixty (60) days after receiving written notice thereof,
Agilent may terminate this Agreement immediately upon written notice to
Catalyst, provided, however, that for any breach which is not capable of being
cured, Catalyst will be deemed to have cured such breach if it has taken
reasonable steps to prevent recurrences of such breach.


c.  This Agreement shall
automatically terminate in the event that Closing,, as defined in the Merger
Agreement, does not occur.



 12
 









12.  Effect of
Termination


a.  Survival.  The following provisions shall survive the
expiration or termination of this Agreement: 
Sections 1, 5, 7, 8, 10, 12 and 13 and all contracts with Agilent for
manufacturing and distribution rights under 3(a) and 3(b), according to their
terms


13.  Miscellaneous.


a. Notice. 
Any notices required or permitted under this Agreement shall be in
writing, shall specifically refer to this Agreement, and shall be sent by hand,
recognized national overnight courier, confirmed facsimile transmission,
confirmed electronic mail, or registered or certified mail, postage prepaid,
return receipt requested, to the following addresses or facsimile numbers of
the parties:




	
  If to Agilent:

  	
   

  	
  General Manager

  
	
   

  	
   

  	
  Life Sciences and Chemical Analysis

  
	
   

  	
   

  	
  Agilent Technologies, Inc.

  
	
   

  	
   

  	
  5301 Stevens Creek Blvd.

  
	
   

  	
   

  	
  Santa Clara, CA 95051

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Department

  
	
   

  	
   

  	
  Agilent Technologies Inc.

  
	
   

  	
   

  	
  5301 Stevens Creek Blvd.

  
	
   

  	
   

  	
  Santa Clara, CA 95051

  
	
   

  	
   

  	
  Attn: LSCA Counsel

  
	
   

  	
   

  	
   

  
	
  If to Catalyst:

  	
   

  	
  Catalyst Assets LLC

  
	
   

  	
   

  	
  3545 South Park Drive

  
	
   

  	
   

  	
  Jackson Hole WY 83001 (street)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  or PO Box 11480

  
	
   

  	
   

  	
  Jackson Hole, WY 83002 (PO Box for US Maill)

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
  Joe Sorge

  
	
   

  	
   

  	
  PO Box 1576

  
	
   

  	
   

  	
  5320 Pine Meadow Road

  
	
   

  	
   

  	
  Wilson, WY 83014

  






 


All notices under
this Agreement shall be deemed effective upon receipt.  A party may change its contact information
immediately upon written notice to the other parties in the manner provided in
this Section.


b. Governing Law; Arbitration.  This Agreement and all disputes
arising out of or related to this Agreement, or the performance, enforcement,
breach or termination hereof,  and any
remedies relating thereto, shall be construed, governed, interpreted and
applied in accordance with the laws of the State of New York without regard to
conflict of laws principles, except that questions affecting the construction
and effect of any patent shall be determined by the law of the country in which
the patent shall have been granted.  Any dispute, claim or controversy arising out
of or relating to this Agreement or the breach,



 13
 









termination,
enforcement, interpretation or validity thereof, including the determination of
the scope or applicability of this agreement to arbitrate, shall be determined
by arbitration in San Diego, California, before one arbitrator.  The arbitration shall be administered by JAMS
pursuant to its Comprehensive Arbitration Rules and Procedures (Streamlined
Arbitration Rules and Procedures); however in the event that the dispute is
technical in nature, a panel of three arbitrators will be used where two of the
arbitrators are technically trained, at the level of the PhD, in the subject
matter of the dispute .  Each party will
bear its own attorneys’ fees and its own costs and expenses (including filing
fees), and will also bear one half of the total arbitrator’s and other
administrative fees of arbitration.  The
parties agree that the arbitrator’s award shall be final and may be filed with
and enforced as a final judgment by any court of competent jurisdiction.  Either party may seek interim measures of
protection, including but not limited to interim injunctive relief, in a court
of competent jurisdiction located in San Diego County, California.  The parties consent and agree to the
jurisdiction of the tribunals mentioned in this paragraph, and waive any and
all objections to such forums, including but not limited to objections based on
improper venue or inconvenient forum.


c.  Force
Majeure.  No party will be
responsible for delays resulting from causes beyond the reasonable control of
such party, including without limitation fire, explosion, flood, war, acts of
terrorism, strike, or riot, provided that the nonperforming party uses
commercially reasonable efforts to avoid or remove such causes of
nonperformance and continues performance under this Agreement with reasonable
dispatch whenever such causes are removed.


d.  Amendment and
Waiver.  This Agreement may be
amended, supplemented, or otherwise modified only by means of a written
instrument signed by all parties.  Any
waiver of any rights or failure to act in a specific instance shall relate only
to such instance and shall not be construed as an agreement to waive any rights
or fail to act in any other instance, whether or not similar.


e.  Severability.  In the event that any provision of this
Agreement shall be held invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect any other provision of this
Agreement, and the parties shall negotiate in good faith to modify the
Agreement to preserve (to the extent possible) their original intent.


f.  Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted successors
and assigns.


g.  Headings.  All headings are for convenience only and
shall not affect the meaning of any provision of this Agreement.


h.  Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties with respect to its
subject matter and supersedes all prior agreements or understandings between
the parties relating to its subject matter.



 14
 









IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their duly authorized
representatives.


	
  Agilent Technologies, Inc.

  	
   

  	
  Catalyst Assets LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Nicolas H. Roelofs

  	
   

  	
  /s/ Joseph Sorge

  	
   

  
	
  Printed Name:

  	
   

  	
  Printed Name:

  	
   

  
	
  Nicolas H. Roelofs

  	
   

  	
  Joseph Sorge

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  	
   

  
	
  Senior Vice
  President and General

  	
   

  	
   

  	
   

  
	
  Manager, LSSU

  	
   

  	
  Founding Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4/5/07

  	
   

  	
  4/5/07

  	
   

  



 



 15