LICENSE AGREEMENT

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

2.4                                  “Licensed Product” means a product the manufacture, use, sale, offer to sell or importation of which would, but for the license granted hereunder, infringe one or more Valid Claims in Licensed Patents. Licensed Product includes, but is not limited to, individual reagents, reagent sets that may be used in combination, and kits.

2.5                                  “Licensed Field” means the diagnosis, risk assessment, treatment response or any other medical management of a human being relating to cardiovascular and vascular diseases, including, but not limited to, coronary heart disease, coronary artery disease, myocardial infarction, abdominal aortic aneurysm, intracranial aneurysm, cardiac arrhythmia, atrial fibrillation, stroke, diabetes and metabolic syndrome. Licensed Field includes any and all internal research and development activities as well as clinical trials.

2.6                                  “Licensed Territory” means the world.

2.7                                  “Net Sales” means all amounts received by Celera from the sale of a Licensed Product to any purchaser, less (i) cash, trade or quantity discounts; (ii) sales, use, tariff, import, export, value-added, and excise taxes (but not income taxes derived from such sales); (iii) packing, freight, transportation, and insurance charges; and (iv) allowances or credits to customers because of rejections or returns.

If a Licensed Product as sold is part of a combination product that also detects one or more genetic markers that are not claimed by a Valid Claim of Licensed Patents, the Net Sales of such Licensed Product for purposes of calculating royalties pursuant to Section 4.3 hereof shall be [Confidential Treatment Requested] .

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In the event that a Licensed Product is sold pursuant to a “reagent/rental” program or comparable sale or lease program, that portion of the invoiced price of such Licensed Product reasonably allocable to recovery of the cost of the instrumentation will also be deducted in determining Net Sales of such Licensed Product.

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

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

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Article III - License Grant

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

3.2           Celera may sell Licensed Products to a distributor for resale, and to an Affiliate for use in rendering clinical laboratory testing services.

3.3           deCODE hereby covenants not to assert or assist others in asserting any patent at any time owned or controlled by deCODE against Celera, its Affiliates, its distributors or its customers for any activity licensed under this Agreement, provided that Celera pays all royalties when due and is otherwise not in default under this Agreement.

3.4           All rights and licenses granted under this Agreement by deCODE to Celera and its Affiliates are, and will otherwise be deemed to be, for purposes of Section 365(n) of Title XI of the United States Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code.  The parties further agree that in the event of the commencement of a bankruptcy proceeding by or against deCODE under the Bankruptcy Code, Celera, to the extent permitted under applicable laws and subject to Section 8.1, will be entitled to complete access, solely for use in connection with the licenses granted hereunder, to any such intellectual property pertaining to the rights granted in the licenses hereunder of deCODE and all embodiments of such intellectual property.  deCODE covenants not

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

Article IV - Consideration

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

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

4.3           Celera will pay to deCODE a royalty of [Confidential Treatment Requested] of the Net Sales of each Licensed Product sold.

4.4           If, in the exercise of good faith and reasonable commercial judgment, Celera decides to take a license in any country under any third party patent in order to permit Celera to manufacture, use, sell, offer to sell or import Licensed Products in that country, then Celera may deduct the royalty payments required to be paid by Celera under such third party license in such country against the royalty payment otherwise owed to deCODE on Net Sales of Licensed Products in such country, provided that in no event will the deducted amounts exceed [Confidential Treatment Requested] of the royalty payment otherwise owed to deCODE hereunder.

4.5           Within sixty (60) days after the end of each calendar quarter, Celera will send to deCODE a written report setting forth the Net Sales and quantity of each Licensed Product sold during the preceding quarter.  Each such report will be accompanied by payment of the royalties due hereunder.  A final report will be sent to deCODE within sixty (60) days after termination or expiration of this Agreement.

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4.6           Celera will book all sales in the Licensed Territory. Celera will keep good and accurate books of account for three (3) years following the end of each calendar year in which royalties are payable to permit determination of the royalties due hereunder, and will make such books of account available for inspection by an independent accountant designated by deCODE and reasonably acceptable to Celera.  Such inspections will be no more frequent than once each calendar year during the term hereof and once within six (6) months after termination of this Agreement.  A period which has been inspected once may not be inspected again. deCODE will require the designated accountant to retain in confidence the information in the books of account and will permit such accountant to report to deCODE only the accuracy or inaccuracy of the reports rendered pursuant to Section 4.5 hereof.  Such inspections will be at deCODE’s expense unless the designated accountant identifies underpayment of royalties due by [Confidential Treatment Requested] .

4.7           All amounts payable under this Agreement will be in U.S. dollars.  Where the sales occurred in another currency, Celera will convert to U.S. dollars using the buy rate as disclosed in the Wall Street Journal (Eastern U.S. Edition) for the last business day of the applicable calendar quarter.

4.8           In the event any payment due hereunder is not made when due, the payment will accrue interest beginning the fifteenth (15 th ) day following the due date thereof calculated at the prime rate reported in the Wall Street Journal (Eastern U.S. Edition) for the last business day of the applicable calendar quarter, plus one percent (1%).

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

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Article V - Term and Termination

5.1           This Agreement including all licenses granted hereunder will be effective on the Effective Date and will expire on expiration of the last Licensed Patent to expire unless earlier terminated pursuant to the terms hereof.

5.2           Celera may terminate this Agreement for any reason at any time upon providing deCODE ninety (90) days written notice.

5.3           This Agreement may be terminated by either party for a material breach by the other party of the provisions hereof.  Such termination will be effective sixty (60) days after written notice to the other party of the material breach if the material breach has not been remedied.

5.4           In the event of termination of this Agreement, Celera will have the right to complete all contracts for the sale of Licensed Products under which Celera, its Affiliates or its distributors are obligated on the date of termination provided Celera pays royalties on such sales as required in Article IV hereof and provided all such sales are completed within nine (9) months after the date of termination.

5.5           The rights and obligations of Article 8, Article 12, Article 13, Section 3.4, Section 4.5, and Section 4.6 will survive termination of this Agreement to the extent necessary to effect the purposes thereof.

5.6           The right of either party to terminate under the provisions of this Article will not be an exclusive remedy, and either party will be entitled, if the circumstances warrant, alternatively or cumulatively, to damages for breach of this Agreement, to an order requiring performance of the obligations of this Agreement, or to any other legally available remedy.

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Article VI – Warranty and Indemnity

6.1                                  deCODE represents and w