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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1999 REGISTRATION NO. 333-67797---------------------------------------------------------------------------------------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PE CORPORATION (FORMERLY KNOWN AS THE PERKIN-ELMER CORPORATION) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) <TABLE><S> <C> <C> DELAWARE 3826 06--1534213 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF CLASSIFICATION CODE NUMBER) IDENTIFICATIONINCORPORATION OR ORGANIZATION) NO.)</TABLE> ------------------------ PE CORPORATION 761 MAIN AVENUE NORWALK, CT 06859-0001 (203) 762-1000 ---------------------------------- (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WILLIAM B. SAWCH 761 MAIN AVENUE NORWALK, CT 06859-0001 (203) 761-2900 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------ WITH COPIES TO: RAYMOND W. WAGNER FRANCIS J. MORISON SIMPSON THACHER & BARTLETT DAVIS POLK & WARDWELL 425 LEXINGTON AVENUE 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017 ---------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. ---------------------------------- If any of the securities being registered on this form are being offered inconnection with the formation of a holding company and there is compliance withGeneral Instruction G, check the following box: / / ---------------------------------- If this form is filed to register additional securities for an offeringpursuant to Rule 462(b) under the Securities Act, please check the following boxand list the Securities Act registration statement number of the earliereffective registration statement for the same offering: / / ---------------------------------- If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statementfor the same offering: / / ---------------------------------- CALCULATION OF REGISTRATION FEE<TABLE><CAPTION> PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE<S> <C> <C> <C> PE Corporation-PE Biosystems Group Common Stock, par value $.01 per share (1).............................. N/A N/A N/A Rights to Purchase Series A Participating Junior Preferred Stock, par value $.01 per share (2)......... N/A N/A N/A PE Corporation-Celera Genomics Group Common Stock, par value $.01 per share (1)(3)........................... N/A N/A $333,667,000 Rights to Purchase Series B Participating Junior Preferred Stock, par value $.01 per share (2)......... N/A N/A N/A <CAPTION> TITLE OF EACH CLASS OF AMOUNT OF SECURITIES TO BE REGISTERED REGISTRATION FEE<S> <C> PE Corporation-PE Biosystems Group Common Stock, par value $.01 per share (1).............................. N/A Rights to Purchase Series A Participating Junior Preferred Stock, par value $.01 per share (2)......... N/A PE Corporation-Celera Genomics Group Common Stock, par value $.01 per share (1)(3)........................... $92,800 Rights to Purchase Series B Participating Junior Preferred Stock, par value $.01 per share (2)......... N/A</TABLE> (1) If the Recapitalization Proposal described herein is approved by the shareholders and the reincorporation merger (the "Merger") of The Perkin-Elmer Corporation, a New York corporation ("Perkin-Elmer New York"), with a subsidiary of PE Corporation, a Delaware corporation ("PE Delaware"), becomes effective, each share of the Common Stock, par value $1.00 per share, of Perkin-Elmer New York (the "Existing Common Stock"), outstanding at the effective time (the "Effective Time") of the Merger will be converted into one share of PE Corporation-PE Biosystems Group Common Stock, par value $.01 per share ("PE Biosystems Stock"), and .5 of a share (the "Ratio") of PE Corporation-Celera Genomics Group Common Stock, par value $.01 per share ("Celera Genomics Stock"). The number of shares of PE Biosystems Stock being registered is equal to the number of shares of Existing Common Stock outstanding at the Effective Time, and the number of shares of Celera Genomics Stock being registered is equal to the Ratio times the number of shares of Existing Common Stock outstanding at the Effective Time. In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares being registered is not included in the table.(2) Prior to the occurrence of certain events, the rights to purchase Series A Participating Junior Preferred Stock, par value $.01 per share, and the rights to purchase Series B Participating Junior Preferred Stock, par value $.01 per share (collectively, the "Rights"), will not be evidenced separately from the related PE Biosystems Stock or Celera Genomics Stock. The value, if any, of the Rights is reflected in the market price of the related PE Biosystems Stock or Celera Genomics Stock. Accordingly, no separate fee is paid.(3) Previously paid based upon the book value of Perkin-Elmer New York's historical interests in the Celera Genomics Group of $333,667,000 as of September 30, 1998. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE ORDATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALLFILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATIONSTATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OFTHE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENTSHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAIDSECTION 8(A), MAY DETERMINE. ----------------------------------------------------------------------------------------------------------------------------------------------------------------

This Amendment No. 3 is being filed solely for the purpose of filing Exhibit No. 10.5

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registranthas duly caused this Amendment No. 3 to the Registration Statement to be signedon its behalf by the undersigned, thereunto duly authorized, in the City ofNorwalk, State of Connecticut, on March 19, 1999. PE CORPORATION (formerly known as The Perkin-Elmer Corporation) By /s/ WILLIAM B. SAWCH as Attorney-In-Fact ----------------------------------------- Name: Tony L. White Title: Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this AmendmentNo. 3 to the Registration Statement has been signed by the following persons inthe capacities and on the dates indicated. SIGNATURE TITLE DATE------------------------------ --------------------------- ------------------- /s/ WILLIAM B. SAWCH as Attorney-In-Fact------------------------------ Chairman of the Board of March 19, 1999 Tony L. White Directors, President and Chief Executive Officer (principal executive officer) /s/ DENNIS L. WINGER------------------------------ Senior Vice President and March 19, 1999 Dennis L. Winger Chief Financial Officer (principal financial officer) /s/ UGO D. DEBLASI------------------------------ Corporate Controller March 19, 1999 Ugo D. DeBlasi (principal accounting officer) /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Joseph F. Abely, Jr. /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Richard H. Ayers /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Jean-Luc Belingard /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Robert H. Hayes /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Georges C. St. Laurent, Jr. II-4

SIGNATURE TITLE DATE------------------------------ --------------------------- ------------------- /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Carolyn W. Slayman /s/ WILLIAM B. SAWCH as Attorney-In-Fact Director------------------------------ March 19, 1999 Orin R. Smith II-5

Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 *** Indicates omitted material that is the subject of a confidential treatment request filed separately with the Commission.

This EARLY ACCESS PROGRAM AGREEMENT (this "Agreement") is entered into as ofthis 31st day of December, 1998 (the "Effective Date") by and between CELERAGENOMICS CORPORATION, a Delaware corporation ("Celera", as defined hereinbelow),having its principal place of business at 45 West Gude Drive, Rockville,Maryland 20850 and AMGEN INC. ("Amgen", as defined hereinbelow), a Delawarecorporation having its principal place of business at One Amgen Center Drive,Thousand Oaks, California 91320-1799. WHEREAS, it is Celera's intent to undertake the sequencing of theDROSOPHILA and human genomes; WHEREAS, Celera has expended and will continue to expend significantresources and efforts to develop the Celera Database and Analysis Products andthe Subscriber Information System, as hereinafter defined; WHEREAS, the Celera Database and Analysis Products and the SubscriberInformation System represent highly valuable and confidential assets; WHEREAS, Amgen desires to obtain access to the Celera Database andAnalysis Products and the Subscriber Information System as a part of Celera'sEarly Access Program, as hereinafter defined; WHEREAS, the objective in providing early access to the Celera Databaseand Analysis Products and the Subscriber Information System is to provide Amgenwith the ability to analyze and discover information of potential interest toAmgen; WHEREAS, it is recognized by Amgen that the comprehensive nature of thecontent and analysis capabilities of the Celera Database and Analysis Productsand the Subscriber Information System is contingent upon the generation,assimilation and annotation of DNA Sequence Information, as hereinafter defined,and associated product development and as such will develop over time; NOW, THEREFORE, the parties agree as follows: D-1

1.0 DEFINITIONSFor purposes of this Agreement, each capitalized term used shall have themeaning assigned to it in this Agreement.1.1 "Amgen" shall mean Amgen Inc. and Amgen Affiliates.1.2 "Amgen Affiliate" shall mean any corporation, firm, partnership orother legal entity which, directly or indirectly, controls, is controlled by, oris under common control with Amgen Inc. For purposes of this definition, controlshall mean the direct or indirect ownership of more than eighty percent (80%) of(i) the stock shares entitled to vote for the election of directors or (ii)ownership interest of any such corporation, firm, partnership or other legalentity.1.3 "Amgen Information System" shall have the meaning set forth in Section3.2.2.1.4 "Amgen Know-How" shall mean all proprietary data, information, inventions,know-how, technology, trade secrets and the like including, but not limited to,each and every nucleotide sequence (e.g., each and every Secreted Protein Geneand Related Gene(s) thereof, and genes encoding cell surface proteins, cellmembrane and/or intracellular proteins) whether as genomic DNA, cDNA, syntheticDNA, RNA or the like, including sense and antisense strands thereof, ribozymecontaining any of the foregoing, vector containing any of the foregoing, genetherapy delivery system or control system containing any of the foregoing, hostcell containing any of the foregoing, amino acid sequences encoded by any of theforegoing (e.g., peptides and proteins, including each and every protein encodedby a Secreted Protein Gene and Related Gene thereof and cell surface, cellmembrane and/or intracellular proteins), antibody (e.g., antibodies which bindto any of the foregoing), formulations of any of the foregoing (e.g., genetherapy and protein pharmaceutical formulations), and process and use of any ofthe foregoing, whether patentable or not, which are identified, discovered,developed or invented during or after the Term of the Amgen Subscription inwhole or part by Amgen using Celera resources including the Celera Database andAnalysis Products and the Subscriber Information System, in accordance with theterms in Section 2.0.1.5 "Amgen Server" shall mean a dedicated computer server designed foreffective utilization of the Amgen Subscription, which is the dedicated serverfor the Subscriber Information System, as defined in Exhibit A.1.6 "Amgen Subscription" shall mean the use of the Subscriber InformationSystem and the Celera Database and Analysis Products for human and DROSOPHILAgenomes governed by the terms of the Agreement. D-2

1.7 "Amgen Subscription Log" shall mean the automated electronic record ofAmgen's access and usage of the Celera Database and Analysis Products.1.8 "Analysis Tools" shall mean all algorithms and software listed in Exhibit B,and all algorithms and software similar in function to those described inExhibit B, and which are released as a product during the Term of the AmgenSubscription, and which are owned by or licensed to Celera with the right tosublicense.1.9 "Annotation Information" shall mean information, derived from both internal and external sources by Celera, that is associated with DNA Sequence Information and External DNA Sequence Information, including but not limited to, [***].1.10 "Celera" shall mean Celera Genomics Corporation and Celera Affiliates.1.11 "Celera Affiliate" shall mean any corporation, firm, partnership or otherlegal entity which, directly or indirectly, is controlled by Celera GenomicsCorporation. For purposes of this definition, control shall mean the direct orindirect ownership of more than fifty percent (50%) of (i) the stock sharesentitled to vote for the election of directors or (ii) ownership interest of anysuch corporation, firm, partnership or other legal entity.1.12 "Celera Database and Analysis Products" shall mean the DNA SequenceInformation, External DNA Sequence Information, Annotation Information, AnalysisTools, or other resource(s) which are necessary or useful for analyzing ordiscovering information and which may be offered each as separate, distinctproducts, or may be combined as integrated products.1.13 "Celera Discovery System" shall mean the informatics infrastructure anddatabase internal to Celera which is the source of the contents for all CeleraDatabase and Analysis Products.1.14 "Celera Know-How" shall mean, other than Amgen Know-How, all proprietarydata, information, inventions, know-how, technology, trade secrets and the like,including, but not limited to, each and every nucleotide sequence (e.g., eachand every Secreted Protein Gene and Related Gene(s) thereof, and genes encodingcell surface proteins, cell membrane and/or intracellular proteins) whether asgenomic DNA, cDNA, synthetic DNA, RNA or the like, including sense and antisensestrands thereof, ribozyme containing any of the foregoing, vector containing anyof the foregoing, gene therapy delivery system or control system containing anyof the foregoing, host cell containing any of the foregoing, amino acidsequences encoded by any of the foregoing (e.g., peptides and proteins,including each and every protein encoded by a Secreted Protein Gene and RelatedGene thereof and cell surface, cell membrane and/or intracellular D-3

proteins), antibody (e.g., antibodies which bind to any of the foregoing),formulations of any of the foregoing (e.g., gene therapy and proteinpharmaceutical formulations), and process and use of any of the foregoing andPolymorphism Information, whether patentable or not, which are identified,discovered, developed, or invented in whole or part by Celera, independent ofAmgen, using Celera resources including Celera Database and Analysis Products.1.15 "Celera Patent Rights" shall mean each and every of the followingintellectual property rights which are owned by Celera on or after the EffectiveDate, for which an Amgen employee or agent is not an inventor of any of theclaimed subject matter and for which Celera possesses the right to grantexclusive licenses or sublicenses, in whole or part: (i) any and all patentapplications, which claim Celera Know-How, filed or having legal force in anycountry within the world; (ii) those claims of any and all patents that haveissued or in the future issue from the foregoing patent applications in Section1.15(i), including utility, model and design patents and certificates ofinvention; and (iii) those claims of all divisionals, continuations,continuations-in-part, reissues, renewals, extensions or additions to any suchpatent applications in Section 1.15(i) and patents in Section 1.15(ii).1.16 "Confidential Information" shall have the meaning as set forth in Section7.0.1.17 "Default" shall mean a Performance Default and/or Representation Default.1.18 "Defaulting Party" shall have the meaning set forth in Section 9.2.1.1.19 "DNA Sequence Information" shall mean the [***] human and DROSOPHILA nucleotide sequences from nucleotide templates sequenced through Celera's internal sequencing programs and released to the Celera Discovery System.1.20 "Early Access Program" shall mean a program through which customers gainaccess to the Celera Database and Analysis Products for no less than the amountof the Subscription Fee specified in Section 5.1 and have the ability to provideinput for consideration in the development of the Subscriber Information Systemand the Celera Database and Analysis Products.1.21 "Early Access Program Forum" shall have the meaning set forth in Section4.0.1.22 "External DNA Sequence Information" shall mean the [***] human and DROSOPHILA nucleotide sequences and associated annotation that are obtained by Celera from external sources.1.23 "First Extension Subscription Fee" shall have the meaning set forth inSection 5.1. D-4

1.24 "First Extension Term" shall have the meaning set forth in Section2.3.1(b).1.25 "Indemnitee" shall have the meaning set forth in Section 11.31.26 "Indemnitor" shall have the meaning set forth in Section 11.3.1.27 "Initial Term" shall have the meaning set forth in Section 2.3.1(a).1.28 "Non-Defaulting Party" shall have the meaning set forth in Section 9.2.1.1.29 "Notice of Default" shall have the meaning set forth in Section 9.2.1.1.30 "Performance Default" shall have the meaning set forth in Section 9.2.1.1.31 "Phase I" shall mean the period prior to completion of sequencing andassembling the human genome as set forth in Section 3.1.1.1.32 "Phase II" shall mean the period following completion of sequencing andassembling the human genome as set forth in Section 3.1.2.1.33 "Polymorphism Information" shall mean the variations between haplotypesthat occur in a nucleotide sequence and are contained in the Celera DiscoverySystem, other than those publicly known variations between haplotypes.1.34 "Representation Default" shall have the meaning set forth in Section 9.2.1.1.35 "Secreted Protein Gene" shall mean each and every nucleotide sequence(e.g., genomic DNA, cDNA, synthetic DNA, RNA or the like, including sense andantisense strands thereof), encoding each protein that is [***].1.36 "Subscriber Information System" or "System" shall mean the computerhardware configuration and requirements, the database structure and any otheraspect of the system required for the utilization of the Celera Database andAnalysis Products as further described in Exhibit A attached hereto. D-5

1.37 "Subscription Fee" shall have the meaning set forth in Section 5.1.1.38 "Term of the Amgen Subscription" shall mean the period from the EffectiveDate through the fifth anniversary thereof, and any extensions thereof pursuantto Sections 2.3.1 and 3.6. In the event the Term of the Amgen Subscription shallhave been extended for a period of time under Section 3.6, the dates of anynotice or payment due with respect to the Amgen Subscription will be extendedfor the same period of time as the period of time by which the AmgenSubscription shall have been extended.1.39 "Third Party" shall mean any individual, partnership, joint venture,corporation, trust, estate, unincorporated organization, government or anydepartment or agency thereof, or any other entity other than Amgen or Celera.1.40 "Third Party Contractor" shall mean a Third Party contracted by Celera toconduct portions of the Amgen Subscription. 2.0 AMGEN SUBSCRIPTION: LICENSE2.1 LICENSE GRANT: For good and valuable consideration, the receipt of which ishereby acknowledged, subject to the terms and conditions contained in thisAgreement, Celera hereby grants to Amgen for the Term of the Amgen Subscription,a non-exclusive, non-transferable license, with no right to sublicense, to theAmgen Subscription for Amgen's internal research and development programs forthe purpose of developing Amgen Know-How for the research, development andcommercialization of products. 2.1.1 The Amgen Subscription does not include any rights to any Polymorphism Information that may be contained in the Celera Database and Analysis Products. However, in the event Amgen analyzes DNA Sequence Information which contains a site on which Polymorphism Information resides, Amgen may conduct research and development on such DNA Sequence Information in accordance with Section 2.1, [***]. Such Polymorphism Information may be made available to Amgen and other customers in the future and shall be negotiated under a separate agreement, [***].2.2 AUTHORIZED USE: Amgen shall have the right to use the Celera Database andAnalysis Products and the Subscriber Information System for the purposesexpressly permitted under this Agreement, including the licenses granted underSection 2.1. Except as set forth in the preceding sentence or as otherwiseagreed upon by Celera in writing, D-6

Amgen shall not reproduce, adapt, prepare derivative works based upon, ordistribute computer readable copies (by any means whatsoever whether now knownor hereafter invented) of the Celera Database and Analysis Products or of theSubscriber Information System, including any portion of the Celera Database andAnalysis Products or from any field of any database included therein, for anypurpose other than for the purposes described herein. Amgen agrees that it shallrestrict access to the Celera Database and Analysis Products and the SubscriberInformation System only to Amgen and Amgen employees, consultants andcontractors, solely to the extent required to accomplish the purpose of thisAgreement subject to the provisions of Section 7.0.2.3 AMGEN SUBSCRIPTION: 2.3.1 TERM. (a) Unless terminated earlier as provided herein, the AmgenSubscription shall extend and remain in full force from the Effective Datethrough the fifth anniversary thereof ("Initial Term"), unless extended inaccordance with Section 2.3.1 (b) or 2.3.1 (c). (b) Amgen shall provide Celera with notice within ninety (90) days prior to the expiration of the Initial Term of Amgen's intent to extend the Initial Term and the parties have mutually agreed in writing to extend the Initial Term (which agreement shall not be unreasonably withheld), the Term of the Amgen Subscription shall be extended for an additional [***] period following the Initial Term under the terms and conditions set forth herein ("First Extension Term"). (c) If the parties so agree in writing at least ninety (90) days prior to the [***] of the Effective Date, the Term of the Amgen Subscription shall then be extended for [***], under the terms and conditions set forth herein. 2.3.2 EFFECTS OF TERMINATION. Upon any termination or expiration of theAmgen Subscription: (a) Termination or expiration shall not affect (i) Amgen'srights to continue using DNA Sequence Information or External DNA SequenceInformation which is then being used in experiments conducted by Amgen prior tosuch termination in accordance with the terms of Section 2.0; (ii) Amgen'srights under Section 8.0, including its right, title and interest in and to theAmgen Know-How; or (iii) its obligations under Sections 8.1. and 2.1.1. (b) Amgen shall cease use of the Subscriber Information Systemand the Celera Database and Analysis Products under its license under Section2.0, provided D-7

however, that in the event of termination of the Amgen Subscription by reason ofDefault by Celera, Amgen shall have the right through any period for which ithas paid the Subscription Fee to continue use of the Subscriber InformationSystem and the Celera Database and Analysis Products in accordance with thelicense under Section 2.0. (c) Amgen shall have the right to remove the Amgen InformationSystem from the Amgen Server. (d) In the event of termination of the Amgen Subscription byreason of Default by Amgen, Amgen shall, within thirty (30) days followingwritten notice by Celera, pay to Celera a termination fee equal to theSubscription Fee plus the total fees for all prior and current extensions beyondthe Initial Term under Sections 2.3.1(a), (b) and (c) less the total of allsubscription fees for the Initial Term and all such prior and current extensionsreceived by Celera as of the date of such notice.2.4 ACCESS TO AMGEN SUBSCRIPTION LOG: Celera shall have the right to access andexamine the Amgen Subscription Log (i) to review a performance monitor of theAmgen Server and (ii) upon Celera's reasonable suspicion of Amgen's unauthorizeduse under the Amgen Subscription, provided Amgen shall be present. 3.0 AMGEN SUBSCRIPTION: DELIVERY MECHANISM, PLATFORM, INSTALLATION, TRAINING AND CUSTOMER SUPPORT3.1 PHASED DELIVERY: During the Term of the Amgen Subscription, Celeraanticipates utilizing a phased delivery mechanism as described herein for thedelivery of the Amgen Subscription, provided that with the consent of Amgen(which shall not be unreasonably withheld), Celera reserves the right to modifythe delivery mechanism during Phase I; and further provided that modification ofthe delivery mechanism shall not otherwise alter Celera's obligations under thisAgreement. 3.1.1 PHASE I -- PRIOR TO HUMAN GENOME COMPLETION. The System configuration during Phase I of the sequencing of the human genome will require the [***]. The Amgen Server will receive data updates directly from the Celera Discovery System for the Celera Database and Analysis Products of the Amgen Subscription, in accordance with the terms of Section 3.3. The Analysis Tools provided as a part of the Amgen Subscription, and specified in Exhibit B, will reside on the Amgen Server. During Phase I, data queries and query results will be [***] Amgen (at Amgen's facilities in Thousand Oaks, California) via an on-line, secured, network line, or via another secure mechanism selected by mutual agreement. During Phase I, human and DROSOPHILA genome information that will be replicated from the Celera Discovery System to the Amgen D-8

Server as part of the Amgen Subscription will consist of DNA SequenceInformation. Such DNA Sequence Information shall be transferred with theassociated quality values. 3.1.2 PHASE II -- POST-HUMAN GENOME COMPLETION. Upon completion of the sequencing of the human genome, Amgen may, at its discretion and expense, modify the manner in which it accesses data from Celera as follows: the System configuration during Phase II [***]. DNA Sequence Information, Annotation Information and External DNA Sequence Information updates from the Celera Discovery System to the Amgen Server at Amgen's designated site will be conducted via an online, secure, network line, or via another secure mechanism selected by mutual agreement.3.2 SYSTEM PROVISIONS: 3.2.1 SYSTEM CONFIGURATION. The System consists of a predefinedhardware infrastructure designed to meet the requirements necessary tofacilitate the use of the Amgen Subscription. See Exhibit A for the hardwareinfrastructure configurations required to provide access to the AmgenSubscription. At its own expense, Celera shall be responsible for anymaintenance of the System; provided however, that if a malfunction of the Systemshall be caused by Amgen, at Amgen's expense and with Amgen's prior approvalCelera shall be responsible for any maintenance, upgrades, improvements orreplacements of the System. 3.2.2 AMGEN SYSTEM REQUIREMENTS. Any additional hardware, software andcommunications infrastructure, including information system resources and Amgenalgorithms and analysis tools, not set forth in Exhibit A ("Amgen InformationSystem") will be the financial responsibility of Amgen. In addition, anyupgrades, improvements or replacements of the Amgen Information System will alsobe the financial responsibility of Amgen. Celera shall, at Amgen's expense,perform such upgrades, improvements or replacements on the Amgen Server that arerequested by Amgen.3.3 UPDATE FREQUENCY: All new information generated during and pertaining to the Amgen Subscription will be transferred to the Amgen Server on a regular basis beginning upon generation of such information by Celera. Updates will be regularly scheduled events that require all applications to be terminated and the Amgen Server to be shut down for such updates to occur. During Phase I Celera shall use commercially reasonable efforts to transfer all generated DNA Sequence Information from the Celera Discovery System to the Amgen Server promptly upon its being generated, but in no event less frequently than [***]after being generated. During Phase II, Celera shall use commercially reasonable efforts to transfer all generated DNA Sequence Information, Annotation Information and External DNA Information from the Celera Discovery System to the Amgen Server on a frequency of at least [***]. During Phase I and Phase II, Celera shall make all DNA Sequence Information available to Amgen not D-9

later than when Celera first makes such DNA Sequence Information, AnnotationInformation and External DNA Information available to a Third Party or availableto Celera's internal gene discovery server. In the event Celera releases newAnalysis Tools such Analysis Tools shall be made available to Amgen [***].3.4 INSTALLATION: Not later than sixty (60) days after the Effective Date,Celera agrees to provide Amgen with access to the Subscriber Information Systemfor the purpose of installing the Amgen Information System at a date and timemutually acceptable on a basis consistent with terms of this Agreement. Theintegration of the Amgen Information System into the Subscriber InformationSystem and costs associated with such integration shall be the responsibility ofAmgen.3.5 TRAINING: Celera will provide Amgen with all necessary documentation andinformation for utilization of the Celera Database and Analysis Products and theSubscriber Information System provided under the Amgen Subscription. Fromtime-to-time during the Term of the Amgen Subscription, Amgen may request Celerato train Amgen employees regarding the use of the Amgen Subscription. Thespecific topics of the training relating to use of the Amgen Subscription willbe as requested by Amgen. The training will occur within fifteen (15) businessdays of a request by Amgen or as otherwise mutually agreed at a time mutuallyacceptable to the parties, provided, however, no training will be conductedprior to installation, pursuant to Section 3.4. The training will take place atCelera's facility in Rockville, MD or other location designated by Celera. Eachparty shall bear all out-of-pocket expenses of its own employees in connectionwith any training activities. 3.5.1 INITIAL TERM. Amgen may designate [***] employees in groups of not less [***] employees to receive such training, provided however, that Amgen will not designate more [***] employees for training during the [***] years of the Amgen Subscription. Celera shall provide Amgen with [***] consecutive business days of training services per employee, if requested by Amgen. 3.5.2 DURING FIRST EXTENSION TERM. In the event Amgen elects under Section 2.3.1(b) to extend the Amgen Subscription through the period of the First Extension Term, Amgen may designate up to a total [***] to receive such training in [***]. Celera shall provide Amgen with up to [***] business days of training services per employee, if requested by Amgen. 3.5.3 AFTER FIRST EXTENSION TERM. In the event Amgen elects under Section 2.3.1(c) to further extend the Term of the Subscription beyond the period of the First Extension Term, Amgen may designate up to a total [***] to receive such training in a single training session. Celera shall provide Amgen with up to D-10

[***] business days of training services per employee, if requested by Amgen. 3.5.4 ADDITIONAL TRAINING. Additional days of training and/orparticipants may be negotiated separately.3.6 CUSTOMER SUPPORT: Celera shall provide customer support services in connection with the Amgen Subscription as shall be reasonably requested by Amgen. Celera shall provide for telephone support between the hours of 8:00 A.M. to 6:00 P.M. Eastern Time, Monday through Friday, excluding Celera's standard holidays. As part of the customer support services provided under this Agreement, [***]. In the event of a malfunction of the Amgen Server, Celera agrees to use commercially reasonable efforts to correct the malfunction within twenty-four (24) hours after having notice thereof. Amgen shall cooperate and participate in the correction of such malfunction. If Celera shall be unable to correct the malfunction within such twenty-four (24) hour period, Celera shall promptly contact Amgen and the parties will use good faith efforts to discuss reasonable alternatives until the malfunction shall be corrected. [***].3.7 RESEARCHER CONTRACTS: Each employee or Third Party (e.g., consultant,collaborator or Third Party Contractor of Celera) conducting work related to theAmgen Subscription and having access to Amgen Confidential Information shallsign a non-disclosure agreement pursuant to which such person will agree tocomply with all of Celera's obligations set forth herein, specifically includingabiding by the obligations of confidentiality and non-use set forth in Section7.0.3.8 REPORTS: For each year of the Term of the Amgen Subscription, Celera shallprovide Amgen, within ten (10) business days prior to the anniversary of theEffective Date, with an annual written report detailing Celera's activities withrespect to the past year concerning Celera's performance of certain milestonesset forth in Exhibit C during the Term of the Amgen Subscription while any suchmilestones remain outstanding. 4.0 EARLY ACCESS PROGRAM FORUMAmgen will have the right and opportunity to participate in the Early AccessProgram Forum ("Forum"). This Forum will meet at least quarterly and will beattended by representatives from each of the customers of the Early AccessProgram and members of Celera's staff. The purpose of the Forum will be toexchange ideas on future Celera product enhancements and to communicate Celera'svision for the expected course of product development. Each customer shall bearall out-of-pocket expenses of its own D-11

representatives to attend the Early Access Program Forum. All disclosures madeby Celera at any such Forum meetings shall be subject to the confidentialityprovisions of Section 7.0. 5.0 SCHEDULE OF PAYMENTS5.1 SUBSCRIPTION FEES: The subscription fee for the Amgen Subscription for the Initial Term shall be a total of [***] payable in accordance with the terms of Sections 5.2 and 5.4 below (the "Subscription Fee"). The subscription fee for the First Extension Term shall be the then-current fee for similar rights to use the Celera Database and Analysis Products [***] and such fee shall be payable in accordance with the terms of Sections 5.3.1 and 5.4 below (the "First Extension Subscription Fee"). Subscription fees for any subsequent extensions of the Amgen Subscription shall be in the amount and be payable in accordance with Section 5.3.2 below.5.2 INITIAL TERM: [***]. Amgen shall pay Celera a payment [***] within thirty (30) days of the Effective Date. Amgen will make payments [***] anniversaries of the Effective Date. On or before the [***] anniversary of the Effective Date, Amgen shall pay Celera a [***] payment in the amount of [***]. In the event the final payment set forth in Section 5.4 below shall have been accelerated in accordance with such Section 5.4 prior to the due date of the [***] payment, such [***] payment shall be [***].5.3 EXTENSION OF THE AMGEN SUBSCRIPTION: 5.3.1 Payments for the annual subscription shall be made annually in advance. In the event the Amgen Subscription shall be extended pursuant to Section 2.3.1(b), Amgen will make a payment [***] of the First Extension Subscription Fee on or before each of [***] of the Effective Date. 5.3.2 In the event the Amgen Subscription shall be further extended pursuant to Section 2.3.1(c), for [***] the Amgen Subscription shall be so extended, Amgen will make [***] to use the Celera Database and Analysis Products, in advance, of the commencement of [***], the Amgen Subscriptionshall be extended.5.4 FINAL PAYMENT: Within thirty (30) days after receipt of the annual reportfor the final year of the Term of the Amgen Subscription in accordance withSection 3.8, Amgen D-12

shall make a [***]. In the event the annual report requirement under Section 3.8 shall be no longer required any such amounts deferred as a final payment will be accelerated and due upon delivery of the last such required annual report.5.5 EFFECT OF MILESTONES ON PAYMENT TIMING: Payment of all fees hereunder willbe non-refundable and payment of each annual subscription fee will beconditioned upon Celera's completion of certain milestones for the previous yearset forth in Exhibit C attached hereto (such milestones will be consideredcomplete upon the mutual agreement of the parties, and such agreement not to beunreasonably withheld). Payments deferred as a result of Celera's milestoneperformance will be cumulative and will be due and payable when the specificmilestone shall have been achieved.5.6 MODE OF PAYMENT: All payments under this Agreement will be made in U.S.dollars by deposit to the credit and account of Celera or its designated nomineein any commercial bank designated by Celera or in an alternative mutuallyagreed-upon manner.5.7 FAILURE BY AMGEN TO MAKE TIMELY PAYMENT: In the event Celera shall notreceived payment by the prescribed due date, Celera shall notify Amgen inwriting of such non-payment. In the event that a payment shall not have beenmade within thirty (30) days of receipt of such notice from Celera, Celera shallhave the right to terminate access to the Amgen Server and the data andinformation contained therein in addition to any other remedies which may beavailable to Celera at law or equity until Amgen makes such payment. In theevent that such payment shall not have been made within sixty (60) days ofreceipt of such notice, Amgen shall be considered to be in Default. Celera shallhave the right to immediately terminate the Amgen Subscription upon suchDefault. Notwithstanding anything to the contrary in this Section 5.7, Amgenshall not be considered to be in Default if such payment shall be withheld inaccordance with Section 9.2.2. [***] D-13

7.0 CONFIDENTIALITY AND PUBLICATION7.1 CONFIDENTIALITY: The parties acknowledge that during the course of thisAgreement they may each receive from the other information which is proprietaryand/or confidential and of commercial value to the disclosing party. Forpurposes of this Agreement, "Confidential Information" shall mean businessinformation and technical information relating to the Amgen Subscription, AmgenKnow-How, Amgen Information System, Celera Database and Analysis Products,Subscriber Information System, and Celera Know-How, belonging to the disclosingparty, including, where appropriate and without limitation, any associatedinformation, business, financial and scientific data, Annotation Information,DNA Sequence Information, invention disclosures, patent disclosures, patentapplications, structures, models, techniques, processes, compositions,compounds, biological samples, and the like, and bioinformatics methods,hardware configurations and software in various stages of development or anysoftware product (source code, object code or otherwise), including itsaudiovisual components (menus, screens, structure and organization) and anyhuman or machine readable form of the program, and any writing or medium inwhich the program or information therein is stored, written or described,including, without limitation, diagrams, flow charts, designs, drawings,specifications, models, data, bug reports, and the like. Except to the extentexpressly authorized by this Agreement, the parties agree that the receivingparty shall keep confidential and shall not publish or otherwise disclose, andshall not use for any purpose (except those expressly permitted under thisAgreement), any Confidential Information furnished to it by the other partypursuant to this Agreement, regardless of the medium on which it is provided,including know-how, except to the extent that it can be established by thereceiving party by competent proof that such information: (a) was already known to the receiving party, other than under anobligation of confidentiality, at the time of disclosure by the other party; (b) was generally known to the public or otherwise part of the publicdomain at the time of its disclosure to the receiving party; (c) became generally available to the public or otherwise part of thepublic domain after its disclosure other than through no fault of the receivingparty; (d) was subsequently lawfully disclosed to the receiving party by aThird Party who did not require the receiving party to hold it in confidence orlimit its use, provided it was not obtained by such Third Party under anobligation of confidentiality directly or indirectly from the disclosing party;or D-14

(e) was independently discovered or developed by the receiving partywithout the use of the other party's Confidential Information, as can bedocumented by written records created at the time of such independent discoveryor development.Other than Confidential Information transferred via the Amgen Server, allConfidential Information, which if disclosed in a writing or embodied in atangible item or product, will be marked "confidential" or, if disclosed orally,shall within a reasonable period, but in no event more than forty-five (45)days, following such disclosure be reduced to writing, marked "confidential" anddelivered by the disclosing party to the receiving party. All such CeleraConfidential Information shall be delivered by Celera to the General Counsel ofAmgen.7.2 PERMITTED DISCLOSURE: 7.2.1 Notwithstanding the obligations of Section 7.1, Amgen maydisclose Celera's Confidential Information to the extent such disclosure shallbe reasonably necessary in (i) prosecuting patent applications and maintainingpatents, subject to Section 8.0 below or (ii) filing and prosecuting ordefending litigation or (iii) using Celera Technology in the development ofproducts for human therapeutic and prophylactic applications (e.g. duringdevelopment, regulatory, manufacturing and commercialization activities). 7.2.2 Notwithstanding the obligations of Section 7.1, each party maydisclose the other's Confidential Information in (i) establishing rights orenforcing obligations under this Agreement; or (ii) complying with applicablelaw, provided however, that in each case described herein if a party shall berequired to make any disclosure of the other party's Confidential Informationunder this Section 7.2.2, it will give reasonable advance notice to the otherparty of such disclosure requirement; it will provide a copy of the proposeddisclosure; and, at the request of the disclosing party, will use its reasonablebest efforts in assisting the disclosing party to secure confidential treatmentof such Confidential Information required to be disclosed, including tocooperate with the other to obtain a protective order of the other party'sConfidential Information. 7.2.3 Amgen Know-How shall be the Confidential Information of Amgen.Amgen may disclose, publish, or release Amgen Know-How without restriction,provided however, that Amgen will not incorporate Celera ConfidentialInformation in such disclosure, publication or release.7.3 PUBLICATION: 7.3.1 Amgen may publish scientific results of its work within the scopeof the licenses granted under this Agreement, provided however, that: D-15

(a) any such publication by Amgen that would discloseConfidential Information of Celera not disclosable under Section 7.2, shallrequire the prior written consent of Celera, provided that Amgen shall havesubmitted to Celera thirty (30) days prior to submission for publication, a copyof such planned disclosure for Celera's comment and review. Celera may, at itsdiscretion, remove the Confidential Information or approve such disclosure ofConfidential Information prior to approving the publication. Amgen agrees thatCelera may keep a copy of such disclosure for its records. Amgen further agreesthat upon receiving notification by the publisher of the intent to release thepublication, Amgen will advise Celera of such publication, the plannedpublication date, and furnish a final copy of the publication as it will appearin the disclosure. Following publication Celera shall be free to enter any andall sequence information and related information contained in the publicationinto any of Celera's databases, whether or not such sequence information wasidentified or made known to Amgen through the Amgen Subscription or Amgen'sauthorized use of the Amgen Subscription; and (b) any such publications will include recognition of thecontributions of Celera according to standard practice for assigning scientificcredit, either through authorship or acknowledgment as may be appropriate. 7.3.2 Celera shall disclose, publish or release DNA SequenceInformation and Annotation Information only in accordance with the proceduresset forth in Schedule 1.0.7.4 THIRD PARTY DISCLOSURE: Amgen may disclose, copy or distribute CeleraConfidential Information to its employees, contractors, directors andconsultants, in the context of the disclosure of Amgen's own scientific resultsor the conduct of its work within the scope of the licenses granted herein,provided however, that any such disclosure by Amgen that would disclose CeleraConfidential Information shall require that Amgen shall have obtained from suchparties a written agreement regarding obligations of confidentiality andappropriate use restrictions comparable to and consistent with those set forthherein, and provided that such party shall not further disclose CeleraConfidential Information other than to other Amgen employees, contractors,directors, and consultants who have a need-to-know and who are under likeobligations of confidentiality.7.5 RESTRICTED USE: Except as expressly set forth in this Agreement, thisSection 7.0 shall not be construed to allow Amgen, or any other person or entityto use, publish, disclose or re-distribute the Celera Database and AnalysisProducts and/or the Subscriber Information System or any portion of itscontents, including, but not limited to, any DNA Sequence Information orportions of Annotation Information, or any Celera software or hardwareconfigurations, at any time without the express written consent of Celera. D-16

8.0 INTELLECTUAL PROPERTY8.1 RIGHTS UNDER THE AMGEN SUBSCRIPTION: 8.1.1 CELERA RIGHTS. With the exception of the rights expressly grantedto Amgen under this Agreement, Celera retains all rights to the SubscriberInformation System and the Celera Database and Analysis Products. Celera shallown all right, title and interest in and to Celera Know-How. To avoid doubt,with the exception of the rights expressly granted under this Agreement, Amgen,its employees, agents and consultants shall have no rights, claims or interestswhatsoever (including but not limited to any intellectual property rights) withrespect to Celera Know-How or products incorporating Celera Know-How. 8.1.2 AMGEN RIGHTS. (a) Amgen shall own all right title and interest in and toAmgen Know How. To avoid doubt, Celera, its employees, agents and consultantsshall have no rights, claims or interests whatsoever (including but not limitedto any intellectual property rights) with respect to Amgen Know-How or productsincorporating Amgen Know-How. Other than with respect to Amgen Know-How themaking, having made, using, selling, offering to sell, or importing of whichwould infringe one or more valid claims of an issued patent included withinCelera Patent Rights, Amgen shall have the unrestricted, royalty-free right tomake, have made, use, sell, offer to sell or import Amgen Know-How. (b) Amgen shall assume responsibility for the application, prosecution and maintenance, and the defense and enforcement of patent applications and patents claiming any such Amgen Know-How, including all costs associated therewith. Amgen shall retain all right, title and interest in and to such patent applications and patents, with no obligation to Celera; provided however, that [***].8.2 TRADE SECRET PROTECTION: If Celera chooses to protect any element of theSubscriber Information System as a trade secret, Amgen shall be given writtennotice. The written notice must clearly indicate to Amgen (i) what elements ofthe technology are D-17

protected by trade secret and (ii) by mutual agreement (which will not beunreasonably withheld), what explicit reasonable methods or means Amgen shall beexpected to carry out in an effort to maintain such trade secret protection.Amgen must inform all employees, directors and consultants who may have accessto such proprietary technology of both the status of the information as a tradesecret and Amgen's obligation to maintain such status. It shall be however,Celera's obligation to periodically examine and review the status of the tradesecret protection such that it may be properly maintained. Notwithstanding theabove, designation of any aspect of the Subscriber Information System as a tradesecret shall not alter any right granted hereunder to use such aspect.8.3 COPYRIGHT PROTECTION: If Celera pursues copyright protection, Celera shallnotify Amgen in writing. Celera shall indicate such product or documentprotection by marking it with (C). Celera grants Amgen a fully paid-up,irrevocable, non-exclusive, worldwide license to any such copyright protection. 9.0 TERMINATION9.1 TERMINATION OF AMGEN SUBSCRIPTION: The Amgen Subscription may be terminatedby mutual written agreement of Amgen and Celera, effective as of the timespecified in such written agreement.9.2 DEFAULT: 9.2.1 NOTICE OF DEFAULT. In the event any material representation orwarranty made hereunder by either party ("Representation Default") shall havebeen untrue or upon any material breach or material default of a materialobligation of this Agreement by the other party ("Performance Default"); theparty not in Default ("non-Defaulting Party") must first give the other party("Defaulting Party") written notice thereof ("Notice of Default"), which noticemust state the nature of the untruthfulness, material breach or material defaultin reasonable detail and request the Defaulting Party cure such Default withinone hundred twenty (120) days. If the Defaulting Party shall dispute theexistence, extent or nature of any Default set forth in a Notice of Default, theparties shall use reasonable best efforts to resolve the dispute. 9.2.2 DEFAULT BY CELERA. At its option, Amgen may terminate the AmgenSubscription in the event of (i) a Representation Default by Celera or (ii) aPerformance Default by Celera shall not been cured within one hundred twenty(120) days after receipt of a Notice of Default; or, if such Performance Defaultcannot be cured within such one hundred (120) day period, and Celera shall havefailed to commence substantial remedial actions within such one hundred twenty(120) day period and to diligently pursue the same. If Amgen terminates theAmgen Subscription under this Section 9.2.2, Amgen D-18

shall have no further obligation to pay future Subscription Fees including thedeferred Subscription Fees under Section 5.5. 9.2.3 DEFAULT BY AMGEN. At its option, Celera may terminate the AmgenSubscription in the event of (i) a Representation Default by Amgen, or (ii)except as set forth in Section 5.7, in the event a Performance Default by Amgenarising from a material breach or material default of Sections 2.0, 7.0, 8.2 or12.2 with respect to the Amgen Subscription that shall not have been curedwithin one hundred twenty (120) days of receipt of a Notice of Default; or, ifsuch Performance Default cannot be cured within such one hundred (120) dayperiod, and Amgen shall have failed to commence substantial remedial actionswithin such one hundred twenty (120) day period and to diligently pursue thesame.9.3 BANKRUPTCY: 9.3.1 A party may terminate the Amgen Subscription if, during the termof the Amgen Subscription, the other party shall file in any court or agencypursuant to any statute or regulation of any state or country, a petition inbankruptcy or insolvency or for reorganization or for an arrangement or for theappointment of a receiver or trustee of the party or of its assets, or if theother party proposes a written agreement of composition or extension of itsdebts, or if the other party shall be served with an involuntary petition inbankruptcy or seeking reorganization, liquidation, dissolution, winding-uparrangement, composition or readjustment of its debts or any other relief underany bankruptcy, insolvency, reorganization or other similar act or law of anyjurisdiction now or hereafter in effect, or there shall have been issued awarrant of attachment, execution, distraint or similar process against it, filedin any insolvency proceeding, and such petition shall not be dismissed withinninety (90) days after the filing thereof, or if the other party shall proposeor be a party to any dissolution or liquidation, or if the other party shallmake an assignment for the benefit of creditors. 9.3.2 All rights and licenses granted under or pursuant to thisAgreement by Amgen or Celera are, and shall otherwise be deemed to be, forpurposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to"intellectual property" as defined under Section 101 of the U.S. BankruptcyCode. The parties agree that each party which is a licensee of such rights underthis Agreement shall retain and may fully exercise all of its rights andelections under the U.S. Bankruptcy Code. The parties further agree that, in theevent of the commencement of a bankruptcy proceeding by or against either partyunder the U.S. Bankruptcy Code, the party hereto which is not a party to suchproceeding shall be entitled to a complete duplicate of (or complete access to,as appropriate) any such intellectual property and all embodiments of suchintellectual property, and same, if not already in their possession, shall bepromptly delivered to them (i) upon any such commencement of a bankruptcyproceeding upon their written request therefor, unless the party subject to suchproceeding (or a trustee on behalf of the subject party) elects to D-19

continue to perform all of their obligations under this Agreement or (ii) if notdelivered under (i) above, upon the rejection of this Agreement by or on behalfof the party subject to such proceeding upon written request therefor by thenon-subject party.9.4 CHANGE IN CONTROL OF CELERA: In the event Celera sells all or substantiallyall of its assets, shall be merged or otherwise consolidated with any otherperson or entity, or any person, group or entity which is in the business ofdeveloping, manufacturing and marketing pharmaceutical products and whichacquires, directly or indirectly, in any transaction or series of transactions,fifty percent (50%) or more of the shares of capital stock entitled to vote forthe election of directors, then Celera shall give Amgen written notice of suchevent not later than ten (10) days following such event. Amgen shall then havethe right to terminate the Amgen Subscription and the obligation to pay anyunaccrued Subscription Fee, by providing Celera with written notice not morethan one hundred twenty (120) days following such event.9.5 CONSEQUENCES OF TERMINATION: Upon termination of the Amgen Subscriptionunder Section 5.7 or this Section 9.0, the following rights and obligationsshall apply: 9.5.1 The rights and obligations set forth in Section 2.3.2 shallsurvive in full force and effect. 9.5.2 The following provisions, shall survive the date of terminationof the Amgen Subscription for a period of ten (10) years: 7.0 (Confidentialityand Publication) excluding the terms and conditions of Schedule 1.0; 9.0(Termination); 10.0 (Representations, Warranties, and Covenants); 11.0(Indemnity) and 12.0 (General Provisions). 9.5.3 The parties shall retain their respective ownership rights setforth in Section 8.1.9.6 ACCRUED RIGHTS: Termination, relinquishment or expiration of the AmgenSubscription or of this Agreement for any reason shall be without prejudice toany rights which shall have accrued to the benefit of either party prior to suchtermination, relinquishment or expiration.9.7 REMEDIES: The rights and remedies provided in this Section 9.0 shall not beexclusive and shall be in addition to any other rights and remedies available atlaw or in equity. 10.0 REPRESENTATIONS, WARRANTIES AND COVENANTS10.1 REPRESENTATIONS AND WARRANTIES: D-20

10.1.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents andwarrants to the other party on the Effective Date and throughout the termspecified in Section 9.5.2, that: (a) it is duly organized and validly existing and in goodstanding under the laws of the State of Delaware and it has the corporate powerand authority and the legal right to enter into this Agreement and to performits obligations hereunder; (b) the execution and delivery of this Agreement and theperformance of the transactions contemplated hereby have been duly authorized byall necessary corporate action of such party and the person executing thisAgreement on behalf of each party has been duly authorized to do so by allrequisite corporate actions.; (c) the execution and delivery of this Agreement and theperformance by such party of any of its obligations under this Agreement do notand will not (i) conflict with, or constitute a breach or violation of, anyother contractual obligation to which it is a party, any judgment of any courtor governmental body applicable to such party or its properties or, to suchparty's knowledge, any statute, decree, order, rule or regulation of any courtor governmental agency or body applicable to such party or its properties, and(ii) with respect to the execution and delivery of this Agreement, require anyconsent or approval of any governmental authority or other person; (d) it shall comply with all applicable laws, regulations andguidelines in connection with that party's performance of its obligations andrights pursuant to this Agreement; (e) it is aware of no action, suit or inquiry or investigationcontemplated or instituted by any governmental agency which questions orthreatens the validity of this Agreement; and (f) this Agreement is legally binding upon its execution andenforceable in accordance with its terms. 10.1.2 CELERA REPRESENTATIONS AND WARRANTIES. Celera further representsand warrants to Amgen on the Effective Date and throughout the term specified inSection 9.5.2, that: (a) Celera has all rights necessary to grant the rights andlicenses contemplated herein or will have such rights by the installation datereferenced in Section 3.4; and D-21

(b) Celera has exercised commercially reasonable efforts inensuring that the Exhibits are complete in all material respects as of theEffective Date and, in the event that any other items have not been included inthe Exhibits as of the Effective Date, then Celera shall promptly provide thoseitems and complete the respective Exhibits.10.2 COVENANTS: Celera covenants to Amgen that Celera shall use commerciallyreasonable efforts to perform its obligations hereunder to accomplish the goalsand objective to conduct the Amgen Subscription, including, without limitation,timely completion of the milestones in Exhibit C using no less than commonlyaccepted professional standards of workmanship.10.3 DISCLAIMERS: (a) NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY CELERA THAT THE USE OF ANY INFORMATION, DATA OR OTHER MATERIALS PROVIDED HEREUNDER (OTHER THAN THE RIGHT TO USE THE CELERA DATABASE AND ANALYSIS PRODUCTS AND THE SUBSCRIBER INFORMATION SYSTEM AS AUTHORIZED HEREIN,) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF ANY THIRD PARTY. THE INFORMATION, DATA OR OTHER MATERIALS PROVIDED HEREUNDER, OTHER THAN THE RIGHT TO USE THE CELERA DATABASE AND ANALYSIS PRODUCTS AND THE SUBSCRIBER INFORMATION SYSTEM AS AUTHORIZED HEREIN, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBJECT TO THE STANDARD OF CARE REQUIRED OF CELERA AS DESCRIBED IN SECTION 10.2, CELERA MAKES NO WARRANTY THAT THE CELERA DATABASE AND ANALYSIS PRODUCTS AND THE SUBSCRIBER INFORMATION SYSTEM DO NOT CONTAIN ERRORS. (b) NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM SUCH PARTY'S ACTIVITIES UNDER THIS AGREEMENT. 11.0 INDEMNITY11.1 AMGEN INDEMNITY: Amgen shall indemnify, defend and hold Celera (includingits officers, directors, employees and agents) harmless from and against allpersonal or property losses, liabilities, damages and expenses (includingattorney's fees and costs) D-22

arising (i) out of the untruth or inaccuracy in any material respect of anyrepresentation or warranty or out of the breach or nonfulfillment of anymaterial covenant or agreement of Amgen contained herein or contemplated hereby,or (ii) other than with respect to the breach or non-fulfillment of any materialcovenant or agreement of Amgen out of the gross negligence or intentionalmisconduct of Amgen in connection with the performance of Amgen of itsobligations under this Agreement, or (iii) out of Amgen's use of Amgen Know-Howincluding Amgen's use of the Celera Database and Analysis Products, except tothe extent that such claim arises from Celera's gross negligence or willfulmisconduct. Amgen acknowledges and agrees that with respect to the nature of theCelera Database and Analysis Products, there may be no adequate remedy at lawfor any breach of Amgen's obligations under the confidentiality provisions ofthis Agreement, that any such breach may result in irreparable harm to Celera,and therefore, that upon any such breach, Celera shall be entitled to seekappropriate equitable relief in addition to whatever remedies it might have atlaw, including injunctive relief, specific performance or such other relief asCelera may request to enjoin or otherwise restrain any act prohibited hereby, aswell as the recovery of all costs and expenses, including attorneys' feesincurred.11.2 CELERA INDEMNITY: Celera shall indemnify, defend and hold Amgen (includingits officers, directors, employees and agents) harmless from and against allpersonal or property losses, liabilities, damages and expenses (includingattorneys' fees and costs) arising (i) out of the untruth or inaccuracy in anymaterial respect of any representation or warranty or out of the breach ornonfulfillment of any material covenant or agreement of Celera contained hereinor contemplated hereby or (ii) other than with respect to the breach ornonfulfillment of any material covenant or agreement of Celera out of the grossnegligence or intentional misconduct of Celera in connection with theperformance of its obligations under this Agreement. Celera acknowledges andagrees that with respect to the nature of the Celera Database and AnalysisProducts, there may be no adequate remedy at law for any breach of Celera'sobligations under the confidentiality provisions of this Agreement, that anysuch breach may result in irreparable harm to Amgen, and therefore, that uponany such breach, Amgen shall be entitled to seek appropriate equitable relief inaddition to whatever remedies it might have at law, including injunctive relief,specific performance or such other relief as Amgen may request to enjoin orotherwise restrain any act prohibited hereby, as well as the recovery of allcosts and expenses, including attorneys' fees incurred.11.3 PROCEDURE: A party (the "Indemnitee") that intends to claim indemnificationunder this Section 11.0 shall promptly notify the other party (the "Indemnitor")of any loss, liability, damage, expense, claim, demand, action or otherproceeding in respect of which the Indemnitee intends to claim suchindemnification, and the Indemnitor shall have the right to participate in, and,to the extent the Indemnitor so desires, jointly with any other Indemnitorsimilarly noticed, to assume the defense thereof with counsel selected by theIndemnitor and reasonably satisfactory to the Indemnitee; provided, D-23

however, that an Indemnitee shall have the right to retain its own counsel, withthe fees and expenses to be paid by the Indemnitee, if representation of suchIndemnitee by the counsel retained by the Indemnitor would be inappropriate dueto actual or potential differing interests between such Indemnitee and any otherparty represented by such counsel in such proceedings. The indemnity agreementin this Section 11.0 shall not apply to amounts paid in settlement of any loss,liability, damage, expense, claim, demand, action or other proceeding if suchsettlement shall be effected without the consent of the Indemnitor, whichconsent shall not be withheld unreasonably. The failure to deliver notice to theIndemnitor within a reasonable time after the commencement of any such action,if prejudicial to its ability to defend such action, shall relieve suchIndemnitor of any liability to the Indemnitee under this Section 11.0, but theomission so to deliver notice to the Indemnitor will not relieve it of anyliability that it may have to the Indemnitee otherwise than under this Section11.0. The Indemnitor may not settle the action or otherwise consent to anadverse judgment in action or other proceeding that materially diminishes therights or interests of the Indemnitee without the express written consent of theIndemnitee. The Indemnitee under this Section 11.0, and its employees andagents, shall cooperate fully with the Indemnitor and its legal representativesin the investigation of any action, claim or liability covered by thisindemnification.11.4 INSURANCE: Each party will maintain, through self-insurance or commerciallyplaced insurance, adequate coverage for the indemnification obligations setforth herein. 12.0 GENERAL PROVISIONS12.1 NO PARTNERSHIP: Nothing in this Agreement is intended or shall be deemed toconstitute a partnership, agency, distributorship, employer-employee or jointventure relationship between the parties. No party shall incur any debts or makeany commitments for the other, except to the extent, if at all, specificallyprovided herein.12.2 ASSIGNMENTS: Neither party shall assign any of its rights or obligationshereunder except: (i) as incident to the merger, consolidation, reorganizationor acquisition of stock or assets or a similar transaction affecting all orsubstantially all of the assets or voting control of the assigning party; (ii)to any directly or indirectly wholly-owned subsidiary if the assigning partyremains liable and responsible for the performance and observance of all of thesubsidiary's duties and obligations hereunder; or (iii) with the consent of theother party, such consent not to be unreasonably withheld. This Agreement shallbe binding, upon the successors and permitted assigns of the parties, and thename of a party appearing herein shall be deemed to include the names of suchparty's successors and permitted assigns to the extent necessary to carry outthe intent of this Agreement. Any assignment not in accordance with the aboveshall be void. D-24

12.3 FURTHER ACTIONS: Each party agrees to execute, acknowledge and deliver suchfurther instruments, and to do all such other acts, as may be necessary orappropriate in order to carry out the purposes and intent of this Agreement.12.4 NO TRADEMARK RIGHTS: Except as otherwise provided herein or agreed to inadvance in writing, no right, express or implied, is granted by this Agreementto use in any manner the names "Celera" or "Amgen", or any other trade name ortrademark of Celera or Amgen or the names of any employees thereof, for anypurpose.12.5 PUBLIC ANNOUNCEMENTS: Except as may otherwise be required by law orregulation, neither party shall make any public announcement, directly orindirectly, concerning the existence or terms of this Agreement or the subjectmatter hereof without first submitting a copy of the proposed announcement tothe other party for review and obtaining the approval of the other party. Theother party shall have seven (7) business days or such other time as mutuallyagreed upon to consent to the publication of such announcement, such consent notto be unreasonably withheld. If either party shall be required by law orregulation to make a public announcement concerning the existence or terms ofthis Agreement, such party shall give reasonable prior advance notice of theproposed text of such announcement to the other party for its prior review andcomment.12.6 ENTIRE AGREEMENT OF THE PARTIES; AMENDMENTS: This Agreement, its Exhibits,Schedule and the Option and License Agreement executed on the same date herewithconstitutes and contains the entire understanding and agreement of the partiesand cancels and supersedes any and all prior negotiations, correspondence,representations, understandings and agreements, whether verbal or written,between the parties respecting the subject matter hereof. No waiver,modification or amendment of any provision of this Agreement shall be valid oreffective unless made in writing and signed by a duly authorized representativeof each of the parties. The failure or delay of either party in enforcing any ofits rights under this Agreement shall not be deemed a continuing waiver or amodification by such party of such right.12.7 SEVERABILITY: In the event any one or more of the provisions of thisAgreement should for any reason be held by any court or authority havingjurisdiction over this Agreement or either of the parties to be invalid, illegalor unenforceable, such provision or provisions shall be validly reformed to asnearly as possible approximate the intent of the parties and, if unreformable,shall be divisible and deleted in such jurisdiction; elsewhere, this Agreementshall not be affected so long as the parties are still able to realize theprincipal benefits bargained for in this Agreement.12.8 CAPTIONS: The captions to this Agreement are for convenience only, and areto be of no force or effect in construing or interpreting any of the provisionsof this Agreement. D-25

12.9 GOVERNING LAW: This Agreement shall be governed by and interpreted inaccordance with the substantive laws of the State of Delaware, without referenceto the conflicts of law principles thereof. The parties hereby acknowledge theirdiversity (Celera having its principal place of business in Maryland and Amgenhaving its principal place of business in California) and, if Celera brings suitunder this Agreement such suit shall be brought in Federal District Court in LosAngeles, California, or the California state courts of general jurisdiction inLos Angeles, California (and the parties will submit to the jurisdictionthereof) and, if Amgen brings suit under this Agreement such suit shall bebrought in the Federal District Court in Baltimore, Maryland, or the Marylandstate courts of general jurisdiction in Baltimore, Maryland (and the partieswill submit to the jurisdiction thereof).12.10 NOTICES AND DELIVERIES: Any notice, requests, delivery, approval orconsent required or permitted to be given under this Agreement shall be inwriting and shall be deemed to have been sufficiently given if delivered inperson, transmitted by commercial overnight courier, or transmitted by telex,telegram or telecopy (receipt verified) to the party to whom it is directed atits address shown below or such other address as such party shall have lastgiven by notice to the other party. All notices shall be effective upon receipt.If to Celera, addressed to: CELERA GENOMICS CORPORATION 45 West Gude Drive Rockville, MD 20850 Attn: Dr. Peter Barrett, Executive Vice President, Chief Business Officer cc: Legal DepartmentIf to Amgen addressed to: AMGEN INC. One Amgen Center Drive Thousand Oaks, CA 91320-1799 Attn: Dr. Lawrence Souza Executive Vice President, Research cc: Secretary and General Counsel12.11 COUNTERPARTS: This Agreement may be executed in two or more counterparts,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.12.12 FORCE MAJEURE: If the performance of any part of this Agreement by eitherparty, or of any obligation under this Agreement, shall be prevented,restricted, interfered with D-26

or delayed by reason of any cause beyond the reasonable control of the partyliable to perform, unless conclusive evidence to the contrary shall be provided,the party so affected shall, upon giving written notice to the other party, beexcused from such performance to the extent of such prevention, restriction,interference or delay, provided that the affected party shall use itscommercially reasonable efforts to avoid or remove such causes ofnon-performance and shall continue performance with the utmost dispatch wheneversuch causes are removed. When such circumstances arise, the parties shalldiscuss what, if any, modification of the terms of this Agreement may berequired in order to arrive at an equitable solution.12.13 EXHIBITS: All Exhibits referenced in and attached hereto are incorporatedherein by reference. Other than with respect to the terms and conditions ofSchedule 1.0, in case of any discrepancies between terms incorporated from theExhibits and the terms of the Sections herein, the terms of the Sections shallprevail. Any amendment to an Exhibit shall be approved in writing by a dulyauthorized representative of each party; amendments to the Exhibit will notaffect any of the rights granted hereunder. Unless a procedure for amending anExhibit is specifically set forth in this Agreement, the Exhibits shall beamended promptly, as necessary, but in no event less than on a once per calendarquarter basis by Amgen and Celera.12.14 DISPUTE RESOLUTION: Celera and Amgen shall deal with each other in goodfaith. The parties agree that in the event of a dispute between them arisingfrom, concerning or in any way relating to this Agreement, the parties shallundertake good faith efforts to amicably resolve such dispute betweenthemselves. In the event the parties shall be unable to resolve any suchdispute, the matter shall be referred to the Chief Business Officer, or anotherdesignated representative of Celera, and to, the Executive Vice President,Research or another designated representative, of Amgen for further review andresolution.12.15 AFFILIATE PERFORMANCE: To the extent that any Amgen Affiliate shall haveaccess to any Celera Database and Analysis Products, and shall have the right toreceive any other rights or benefits under this Agreement, or otherwise shall beobligated to perform any obligations under this Agreement, Amgen Inc. shallcause such Amgen Affiliate to perform in full, when due, all applicableobligations under this Agreement to the same extent as if such Amgen Affiliatewere a party to this Agreement; provided, however, that nothing in this Section12.16 shall expand the rights or benefits of Amgen Inc. or any Amgen Affiliates,or the obligations of Celera, beyond those otherwise expressly set forth in thisAgreement. Amgen Inc. shall guaranty timely performance in full by such AmgenAffiliate of all such obligations. A breach by such Amgen Affiliate of any suchobligation shall constitute a breach by Amgen Inc. of this Agreement and, if amaterial breach, shall entitle Celera to exercise its rights under Section 2.3.2(Effects of Termination) and 9.0 (Termination) above, in addition to any otherrights and remedies to which Celera may be entitled. D-27

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed bytheir respective duly authorized officers as of the Effective Date.CELERA GENOMICS CORPORATION AMGEN INC.By: By: ------------------------------- -------------------------------Name: Name: George A. Vandeman ----------------------------- -----------------------------Title: Title: Senior V.P., Corporate Development ---------------------------- General Counsel and Secretary D-28

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