LICENSE AGREEMENT

Exhibit 2.4

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the “Agreement”) is made as of the _____ day of April, 2007, by and between BioVeris Corporation (“BioVeris”), a Delaware corporation having a principal place of business at 16020 Industrial Drive, Gaithersburg, Maryland 20877, United States of America, and 32 Mott Street Acquisition II, LLC (“Newco”), a Delaware limited liability company having offices at __________________________________, with reference to the following facts:

WHEREAS, BioVeris has conducted research on, has developed and owns rights to certain technology and products with respect to, among other things, the detection and/or quantification of compounds for diagnostic procedures based on electrochemiluminescent compounds; and

WHEREAS, BioVeris and Newco are willing to enter into a non-exclusive license, as is set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises set forth below, Newco and BioVeris (the “Parties”) hereby agree as follows:

1.   Definitions . As used in this Agreement, capitalized terms shall have the respective meanings set forth below:

1.1.        Affiliate . “Affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. The term “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Government Entity or other entity. The term “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interest in a corporation or entity, or such other relationship as, in fact, constitutes actual control of the management or policies of a corporation or other entity or the ability to cause the direction of the management or policies of a corporation or other entity. The term “Government Entity” means any domestic or foreign (whether a national, Federal, state, provincial, local or otherwise) government or any court of competent jurisdiction, agency or commission or other governmental authority or instrumentality, domestic or foreign. Neither Genentech Inc., 1 DNA Way, South San Francisco, California 94080-4990, USA nor Chugai Pharmaceutical Co., Ltd, 1-9 Kyobashi 2-chome, Chuo-ku, Tokyo, 104-8301, Japan shall be deemed an Affiliate of BioVeris for purposes of this Agreement. Neither Meso Scale Diagnostics, LLC., 9238 Gaither Road, Gaithersburg, Maryland, USA 20877 (“MSD”) nor Meso Scale Technologies, LLC., 9238 Gaither Road, Gaithersburg, Maryland, USA 20877 (“MST”) shall be deemed an Affiliate of BioVeris or Newco for purposes of this Agreement.

(a)        All patents, patent applications and patent rights listed in Exhibit A hereto; and

(b)        Any other patents or patent applications that claim priority to one or more of the patents and patent applications listed in Exhibit A including corresponding foreign applications or patents; any patents or patent applications that claim priority to a priority application of one or more of the patents and patent applications listed in Exhibit A including corresponding foreign applications or patents; and

(c)         Any substitutions, divisions, continuations, continuations in part, renewals, reissues, confirmations or registrations of the patents, patent applications and patent rights under Sections 1.2(a) and (b) above and extensions of the foregoing, now existing or hereafter filed.

1.3.        ECL Instrument . “ECL Instrument” means an instrument manufactured by or for Newco that uses or is based upon ECL Technology so long as such instrument (i) weighs 40 kg or less; (ii) has a physical size of 125,000 cubic centimeters (measured by integrating the total volume encompassed by the entire instrument) or less; and (iii) has an actual footprint of 2,500 square centimeters or less; in each case not including peripherals such as printers, display screens, sample preparation equipment, IT equipment, software or the like.

1.4.        ECL Product(s) . “ECL Product(s)” means any ECL Instrument or assay, reagent, chemical, consumable, test, nucleic acid probe, biological or other substance useable on an ECL Instrument that would directly or indirectly infringe a valid claim of any of the ECL Patent Rights and/or make use of any of the Licensed ECL Technology, and service for ECL Instruments.

1.5.        ECL Technology . “ECL Technology” means detection methods and detection systems, which employ electrochemiluminescence in detection and/or quantification by which light generation occurs when a molecular compound (such as a ruthenium metal chelate) emits electromagnetic radiation, including photons, and shall also include but not be limited to ECL reagents, ECL assays and/or ECL diagnostic detection methods.

1.6.       Improvements . “Improvements” means any and all inventions, discoveries and improvements related to ECL Technology (whether or not patentable) developed, created, conceived or reduced to practice by a person or entity.

1.7.        Licensed ECL Technology . “Licensed ECL Technology” means (1) the ECL Patent Rights and (2) any and all proprietary or confidential or technical information relating to ECL Technology owned by BioVeris as of the Effective Time, including, but not limited to techniques, including data reduction methods or techniques, methods for using, storing, retrieving, disseminating, archiving, distributing or carrying out information or analysis, designs, specifications, test results, instruments, compounds, devices, ideas, technical information, processes, including signal

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processing, schematics, inventions, discoveries, methods, know-how, show-how, hardware, firmware and software (including object codes and source codes) whether or not based on ECL Patent Rights, whether or not the same is eligible for protection under the patent laws of the United States or elsewhere, and whether or not any such processes and technology, or information related thereto, would be enforceable as a trade secret or the copying of which would be enjoined or restrained by a court as constituting unfair competition. “Licensed ECL Technology” shall include without limitation, the inventions in the ECL Patent Rights. ”Licensed ECL Technology” includes technology related to gene amplification or Nucleic Acid Probes or methods using Nucleic Acid Probes.

1.8.       Non-Exclusive . “Non-Exclusive” as to the grant of a license right means that the licensor may during the Term of this Agreement exercise the licensed rights itself or grant non-exclusive licenses to a third party, or retain for itself any non-exclusive license rights.

1.9.       Nucleic Acid Probe . “Nucleic Acid Probe” shall mean one or more compounds that is/are:  (y) composed of one or more nucleotides or analogs thereof; or (z) capable of binding with one or more nucleotides or analogs thereof.

1.10.     Term . The “Term” of this Agreement shall mean the entire period of time this Agreement is in full force and effect and shall begin at the Effective Time and terminate automatically upon the later of (a) the expiration of the last-to-expire of the patents included in the ECL Patent Rights that is not earlier invalidated, or its enforcement enjoined, by a final decision of a court of competent jurisdiction from which no further appeal may be taken or (b) complete loss of confidential and proprietary status for all of the Licensed ECL Technology. The term “Effective Time” shall have the meaning ascribed to that term in Merger Agreement of even date herewith by and between, inter alia, BioVeris and Roche Holding Ltd (the “Merger Agreement”).

2.1.        License Grant . During the Term of this Agreement, and subject to the terms and conditions of this Agreement, and the rights of MSD, MST or Jacob Wohlstadter under all pre-existing agreements, without any further amendments or changes after the Effective Time that would restrict, impair, cutback or reduce the rights otherwise being conferred by this Agreement, between BioVeris or IGEN International Inc. (“IGEN”) and MSD and/or MST, including without limitation the IGEN/MSD License Agreement entered between MSD and IGEN on November 30, 1995, and amended on August 15, 2001 and August 12, 2004 (collectively, the “MSD/MST Agreements”), BioVeris grants to Newco, for use in any and all fields, an irrevocable, perpetual, Non-Exclusive, worldwide, fully-paid, royalty-free right and license under the Licensed ECL Technology, solely for use on or incorporated in an ECL Instrument, to research, have researched, develop, have developed, prepare derivative works based on, reproduce, use, have used, manufacture, have manufactured, distribute, have distributed, display, perform, modify, import, have imported, sell, offer for sale, have sold, export, have exported, service, have serviced, lease and otherwise commercially exploit ECL

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Products. The fields covered by the foregoing license shall include human in vitro diagnostic testing, life science research and/or development (including at any pharmaceutical company or biotechnology company), drug discovery and/or drug development (including at any pharmaceutical company or biotechnology company), including clinical research or determinations in or for clinical trials or in the regulatory approval process for a drug or therapy, veterinary, food, water or environmental testing or use and all other fields in which ECL Products may be commercialized by Newco prior to or following the Effective Time.

(a)        The rights and licenses granted in Section 2.1 hereof include the right of Newco to grant to its distributors, sales representatives, contract manufacturers, toll manufacturers, component suppliers, leasing agents and other third parties, including Affiliates, engaged by Newco hereunder to assist Newco in commercializing the intellectual property rights licensed to Newco hereunder (the “Authorized Third Parties”) immunity from suit under the Licensed ECL Technology for activities conducted in connection with such purposes or services solely for the benefit of Newco, and further includes the right of Newco to grant immunity from suit under the Licensed ECL Technology to Newco’s direct or indirect customers (including OEM customers) or any other end-user for use or subsequent sale of those ECL Products in any field. No person, or any member of an Affiliated group of persons shall become an Authorized Third Party if at the time they would become an Authorized Third Party they are designated as a Major Health Care Technology Company pursuant to Section 5.3 hereof; provided however, that no Authorized Third Party shall lose its qualification or status as an Authorized Third Party, and no contract, arrangement, commitment or understanding, including any extensions, renewals, modifications, or amendments thereof, between Newco and such Authorized Third Party shall be voidable, impaired, restricted, terminated or otherwise affected or compromised because such Authorized Third Party is designated pursuant to Section 5.3 hereof as a Major Health Care Technology Company at any time after first becoming an Authorized Third Party, provided that the services of such Authorized Third Party shall be limited to those services which are the subject of a binding contract with such Authorized Third Party at the time it is designated as a Major Health Care Technology Company. From and after the point in time, if any, but only after giving effect to all extensions, renewals, modifications and amendments, that an Authorized Third Party no longer serves in such capacity, such person shall thereupon become subject to the restrictions of this Section 2.2(a) regarding Major Health Care Technology Companies. Notwithstanding the above, any Affiliate of Newco which becomes an Authorized Third Party shall lose its status as an Authorized Third Party, and shall not provide any further services as an Authorized Third Party, upon becoming an Affiliate of a Major Health Care

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Technology Company and may not in any event transfer its rights as an Authorized Third Party to any Major Health Care Technology Company. Furthermore, Authorized Third Parties shall have such rights to use the Licensed ECL Technology licensed to Newco hereunder in all fields as may be necessary to allow such Authorized Third Parties to assist Newco in the commercialization of Licensed ECL Technology; provided, however, that the exercise of such licensed rights by such Authorized Third Parties shall not constitute a sublicense or assignment by Newco hereunder. Newco shall:  (i) assure that the Authorized Third Parties’ use of the Licensed ECL Technology licensed hereunder to Newco is utilized by such Authorized Third Parties for the exclusive benefit of Newco and in compliance with this Agreement; and (ii) cause each Authorized Third Party to assign to Newco any and all Improvements which such Authorized Third Party may develop, create, conceive or reduce to practice. Newco shall indemnify BioVeris and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of the heirs, executors, successors and assigns of the foregoing) against any loss, cost, damage or liability (including reasonable attorneys’ fees) arising from Newco’s failure to perform its obligations under the preceding sentence. In addition, any Authorized Third Party which does not comply with (ii) above shall not benefit from the immunity from suit described in this Section if such Authorized Third Party sues BioVeris or any of its Affiliates or sublicensees to the extent such suit by such Authorized Third Party is based on those intellectual property rights which should have been assigned to Newco in accordance with (ii) above.

(b)        Newco shall have no right to develop, use, manufacture, have manufactured or sell ECL assays that are packaged specifically for, and function only for use on, instruments manufactured or sold by BioVeris or its licensees (other than Newco), resellers or Affiliates, except that Newco may use any such ECL assays that it manufacturers or has manufactured, or commercially available products that it purchases from third parties, whether or not such third parties are Authorized Third Parties, on instruments that Newco owns and uses in its internal research and development program for ECL Instruments.

(c)         No rights are licensed or deemed licensed to Newco hereunder or in connection herewith, other than those rights expressly licensed to Newco in Sections 2.l and 2.2.

2.3.       Newco Technology . Nothing contained in this Agreement shall be construed to limit or restrict, in any way or manner, any right of Newco or its Affiliates to use, license, transfer or sell its owned or licensed intellectual property rights from third parties (excluding the rights licensed to Newco hereunder) anywhere in the world and/or for any purpose.

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2.4.        Sublicenses . Newco shall have no right to grant sublicenses to the licenses granted in Article 2 hereof to any third parties, including Newco’s Affiliates.

2.5.        Consideration . The consideration for the license grants and other rights provided to Newco under this Agreement is hereby agreed to be 90% of the Purchase Price (as such term is defined in the ECL Asset Transfer Agreement, dated as of April 4, 2007, by and among BioVeris and Newco (the “ECL Asset Transfer Agreement”)), which Purchase Price will be paid pursuant to the terms of the ECL Asset Transfer Agreement.

3.           Licensor Retains Ownership . Newco acknowledges and agrees that Newco has no rights in or to the intellectual property rights licensed to Newco, other than the license rights specifically granted herein. Nothing in this Agreement shall obligate BioVeris or its Affiliates to obtain ownership of or sublicensing rights to intellectual property rights obtained from or licensed from third parties.

4.1.       Good Faith Resolution . In the event that at any time during the Term of this Agreement a disagreement, dispute, controversy or claim should arise out of or relating to the interpretation of this Agreement, or performance by a Party under this Agreement, or a breach of this Agreement by a Party, or any claim by a Party that any provision of this Agreement is invalid (a “Dispute” or collectively “Disputes”) , one Party shall give written notice to the other Party that a Dispute exists and the Parties will then attempt in good faith to resolve their differences before resorting to arbitration as provided in Section 4.2. If the Parties cannot resolve the Dispute within thirty (30) days after such notice, then either Party shall be free to submit the Dispute to binding arbitration in accordance with Section 4.2 hereof. For purposes of this Article 4, the terms “Party” and “Parties” shall include each of the signatories to this Agreement and/or any one or more of their respective Affiliates, whether the reference is to a Party as a claimant or a Party against which a claim is made.

(a)        The Parties intend Section 4.2 hereof to be enforceable in accordance with the Federal Arbitration Act (9 U.S.C. Section 1, et seq.), including any amendments to that Act which are subsequently adopted, notwithstanding any other choice of law provision set forth in this Agreement. In the event that either Party refuses to submit to arbitration as required herein, the other Party may request a United States District Court to compel arbitration in accordance with the Federal Arbitration Act.

(b)        Any Dispute or other matter in question between Newco and BioVeris arising out of or relating to the formation, interpretation, performance, or breach of this Agreement, whether such dispute or matter arises before or after termination of this Agreement, shall be resolved solely by arbitration if the Parties are unable to resolve the dispute through

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negotiation pursuant to Section 4.1 hereof. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one Party to the other. The date on which the other Party receives such written notice shall be hereinafter referred to as the “Arbitration Notice Date.”

(c)         Each Party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either Party refuses or neglects to appoint an arbitrator within thirty (30) days after the Arbitration Notice Date, then the arbitration shall be conducted by a single arbitrator appointed by the American Arbitration Association. If two arbitrators are appointed but do not agree on the third arbitrator within sixty (60) days after the Arbitration Notice Date, each of the arbitrators shall nominate within sixty-seven (67) days after the Arbitration Notice Date three individuals. Each arbitrator shall then within seventy-two (72) days after the Arbitration Notice Date decline two of the nominations presented by the other arbitrator. The third arbitrator shall then be chosen from the remaining two nominations by drawing lots. Notwithstanding anything contained herein to the contrary, if the third arbitrator is not chosen with seventy-two (72) days after the Arbitration Notice Date, then the American Arbitration Association shall appoint the third arbitrator within seventy-seven (77) days after the Arbitration Notice Date. The arbitrators shall not be or have been affiliated with, or have any personal, financial or business relationship with, either of the Parties or any Affiliate of either Party; the arbitrators shall not have a personal or financial interest in the result of the arbitration.

(d)        The arbitration hearings shall be held in Borough of Manhattan, State of New York or such other place as may be mutually agreed by the Parties, shall be conducted in the English language and shall be conducted as confidential proceedings (except to the extent necessary to enforce the award resulting therefrom). Unless the Parties agree otherwise, the arbitrators shall commence the arbitration hearing within thirty (30) days after the selection of the third arbitrator. The arbitrators shall issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed. Pending the arbitration hearing, at the request of a Party, the arbitrators may issue temporary injunctive or other equitable relief to address any violation or threatened violation of this Agreement. The arbitration hearings shall be completed within a reasonable number of sessions as determined by the arbitrators. All awards shall be made based on a majority vote of the arbitrators, shall be in writing, shall not be considered confidential information of either Party, shall be issued within sixty (60) days after hearings before the arbitrators are completed, and shall state the reasoning on which the award rests unless the Parties agree otherwise. In addition to any relief at law which may be available to an aggrieved Party for such breach, such Party shall be entitled to injunctive and other equitable relief as the arbitration panel may grant. The

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arbitrators shall deliver a copy of the award to each Party personally or by registered mail. Any party may request within ten (10) days after receiving the decision that, for good cause, the arbitrators reconsider and modify such decision. The arbitrators shall have thirty (30) days after such request to modify their decision, if they consider it appropriate. Thereafter, the decision of the arbitrators shall be final, binding and nonappealable, except to the extent appeals are permitted by the Federal Arbitration Act, with respect to all persons, including (without limitation) persons who have failed or refused to participate in the arbitration process. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

(e)        Each Party shall bear its own costs in connection with any such arbitration including, without limitation, (i) all legal, accounting, and any other professional fees and expenses, (ii) the fees and expenses of its own arbitrator, and (iii) all other costs and expenses each Party incurs to prepare for such arbitration. Other than set forth above, each side shall pay, (iv) one-half of the fee and expenses of the third arbitrator, and (v) one-half of the other expenses that the Parties jointly incur directly related to the arbitration proceeding.

(f)          Except as provided above, arbitration shall be based upon the Commercial Arbitration Rules of the American Arbitration Association. Discovery shall be limited at the discretion of the arbitrators, so that the timing and extent of such discovery shall not interfere with the normal business operations of the Parties. The arbitrators may proceed to an award notwithstanding the failure of either Party to participate in the proceedings.

(g)        In the event of subsequent actions or proceedings to confirm the award or to enforce the judgment entered thereon or any other rights flowing therefrom, the prevailing Party shall be entitled to recover its reasonable attorney’s fees incurred in such actions or proceedings.

(h)        The fact that the dispute resolution procedures specified in this Article 4 shall have been or may be invoked shall not excuse any Party from performing its obligations under this Agreement, and during