LICENSE AND SUBLICENSE AGREEMENT

Certain confidential information contained in this document, marked by brackets and the word "REDACTED" ([REDACTED]), has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as Amended.

THIS LICENSE AND SUBLICENSE AGREEMENT (“AGREEMENT”) is made this 12th day of September, 2005 by and between PROMEGA CORPORATION, a corporation organized and existing under the laws of the State of Wisconsin and with principal offices located at 2800 Woods Hollow Road, Madison, Wisconsin, 53711 ("LICENSOR") and Gene Logic Inc., a corporation organized and existing under the laws of the State of Delaware with principal offices located at 610 Professional Drive, Gaithersburg, MD 20879 (“LICENSEE”) (each a “Party”, and together the “Parties” herein).

WHEREAS LICENSOR is exclusive licensee for a defined “Exclusive Field of Use” as that term is defined in the License Agreement from the Regents of the University of California ("UC Regents") dated June 1, 2003, of specified rights in United States Patent Nos. 5,583,024 which issued December 10, 1996; 5,674,713 which issued October 7, 1997; and 5,700,673 which issued December 23, 1997; (there being no foreign patent applications or issued patents corresponding thereto) and in the inventions described and claimed therein (collectively, “UC Regents’ Patents”); and

WHEREAS LICENSOR, by letter agreement with UC Regents dated August 22, 2005 and in conjunction with its rights under the June 1, 2003 License Agreement (such documents may be referred to collectively hereafter as the “UC REGENTS AGREEMENT”), is authorized to sublicense UC Regents’ Patents under the terms and conditions set forth herein;

WHEREAS LICENSOR is owner by assignment from the inventors of their entire right, title and interest in United States Patent Nos. 5,670,356 which issued September 23, 1997; 6,552,179 which issued April 22, 2003; and 6,387,675 which issued May 14, 2002 and additional pending patent applications and the foreign patent applications corresponding thereto (“Promega’s Patents”); and

WHEREAS LICENSEE wishes to: a) obtain a non-exclusive sublicense in the TERRITORY under the FIELD OF USE to practice the UC Regents’ Patents in conjunction with offering and performing LICENSED SERVICES to third parties, and using LICENSED PRODUCTS and LICENSED METHODS in its own internal research; and b) obtain a non-exclusive license in the TERRITORY under the FIELD OF USE to practice the Promega Patents in conjunction with offering and performing LICENSED SERVICES to third parties, and using LICENSED PRODUCTS and LICENSED METHODS in its own internal research; and

1.1   EFFECTIVE DATE is the date first set forth above.

1.2   FIELD OF USE means research use in LICENSEE’s own facilities in Acellular and Cellular Luminescent Assays. As used in this definition, “research use” includes LICENSEE’s performance of LICENSED SERVICES, provided at all times that specifically excluded from the FIELD OF USE are any and all diagnostic, entertainment, quality control, and therapeutic uses.

1.3   LICENSED METHOD means any process, art or method that is covered by methods claims in the LICENSED PATENT RIGHTS, or the use or practice of which, but for the license granted in this Agreement, would infringe or contribute to the infringement of (pursuant to 35 U.S.C. §271(c)), or induce the infringement of (pursuant to 35 U.S.C. §271(b)), any LICENSED PATENT RIGHTS, when used in conjunction with LICENSED PRODUCTS. LICENSED METHOD does not permit use of the method claims in the LICENSED PATENT RIGHTS with luciferases other than those contained in the LICENSED PRODUCTS.

1.4   LICENSED PATENT RIGHTS means the VALID CLAIMS of: (i) to the extent assigned to or otherwise obtained by the UC Regents and licensed to LICENSOR, the UC Regents’ Patents set forth as in Appendix A attached to this Agreement and made a part hereof; and (ii) the Promega Patents set forth in Appendix A. Also included in this definition are the VALID CLAIMS of any continuations, continuations in part, divisionals, reissues, reexaminations, extensions and substitutions.

1.5    LICENSED PRODUCT means products that, fall within the scope of the LICENSED PATENT RIGHTS, and: (a) comprise stand-alone LICENSED TECHNOLOGY; (b) are whole, live cells transiently transfected with the LICENSED TECHNOLOGY; and/or (c) are whole, live cells stably transfected with the LICENSED TECHNOLOGY.

1.6    LICENSED TECHNOLOGY shall mean LICENSOR’S pGL-2, pSP- luc +NF Fusion, pGL-3, pGL-4, Rapid Response™ and Chroma-Luc™ Vectors and any derivative vectors modified by the insertion of cloned eukaryotic gene sequences. No modifications of the luciferase gene sequence in any of these vectors included within LICENSED TECHNOLOGY is allowed or included. If the LICENSOR makes improvements to the luciferase genes included within LICENSED TECHNOLOGY and these improved genes are sold or licensed to third parties by the LICENSOR, these improvements may be included within the LICENSED TECHNOLOGY at the request of LICENSEE.

1.7   LICENSED SERVICE means LICENSEE’s use of the LICENSED METHODS or LICENSED PRODUCTS on behalf of a third party in exchange for monetary or other consideration, and for the purpose of the detection or quantitation of luminescence in: (1) Acellular Luminescent Assays, where such assays detect or quantitate luciferase activity in vitro in   reaction mixtures lacking whole cells, and in lysed-cell assays; and/or (2) Cellular Luminescent Assays, where such assays detect or quantitate luciferase activity in vivo in whole cells, including without limitation cells, tissues, organs, or whole animals. For the purposes of this Agreement, Acellular Luminescent Assay shall mean use involving the imaging or luminescent assay of acellular in vitro samples and lysed cell samples lysed and assayed by the addition of reagents, and Cellular Luminescent Assay shall mean use involving the imaging of luminescence from intact cells, tissues, organs, and rats or mice.

1.8   TERM shall mean the period from the EFFECTIVE DATE to the date of expiration or abandonment of the last of the VALID CLAIMS of LICENSED PATENT RIGHTS.

1.9   TERRITORY means worldwide.

1.10   VALID CLAIM means a claim of a patent that (i) has not expired; (ii) has not been disclaimed; (iii) has not been cancelled or superseded, or if cancelled or suspended, has been reinstated; (iv) has not been admitted to be invalid or unenforceable through reissue or otherwise; and (v) has not been revoked, held invalid, or otherwise declared unenforceable or not allowable by a tribunal or patent authority of competent jurisdiction over such claim from which no further appeal has or may be taken.

2.1   As used in this Section 2.1 and elsewhere in this AGREEMENT, LICENSOR’s grant of a “license” to LICENSEE is understood to include both a license to part of the LICENSED PATENT RIGHTS it owns or controls and a sublicense to the extent that LICENSOR is sublicensing certain of the LICENSED PATENT RIGHTS. LICENSOR hereby grants to LICENSEE, and LICENSEE accepts, subject to the terms and conditions hereof and in particular the provisions set forth elsewhere in this Article 2 (LICENSE GRANT), a non-exclusive, royalty-bearing license in the TERRITORY under LICENSED PATENT RIGHTS to: (i) offer and perform LICENSED SERVICES in the TERRITORY, in the FIELD OF USE, during the TERM; (ii) to transmit results and data relating to such LICENSED SERVICES to LICENSEE’s contracting customers; and, (iii) to use LICENSED PRODUCTS and LICENSED METHODS, in the FIELD OF USE, in LICENSEE’S own internal research. No other rights are granted, including the right to: (i) modify, alter or mutate the luciferase gene sequence of the LICENSED TECHNOLOGY for incorporation into, or occurring in, any LICENSED PRODUCT and/or (ii) sell or transfer a LICENSED PRODUCT to any third parties. Furthermore, LICENSEE shall have no right to issue sublicenses.

2.2   To the extent that certain of the LICENSED PATENT RIGHTS fall under UC REGENTS’ PATENTS and are being sublicensed by LICENSOR, such sublicense granted hereunder shall be subject to the overriding obligations to the U.S. Government set forth in 35 U.S.C. 200-212 and applicable governmental implementing regulations.

2.3   LICENSEE is hereby informed that the UC Regents expressly has reserved the right to make and to use the inventions licensed by it to LICENSOR under the LICENSED PATENT RIGHTS for educational and research purposes, but not sale in the FIELD OF USE.

2.4   Notwithstanding any provision of Article 13 to the contrary, LICENSOR is obligated and is hereby expressly permitted to provide UC Regents with a copy of this Agreement.

2.5   Pursuant to the UC REGENTS AGREEMENT, upon termination of the UC REGENTS AGREEMENT for any reason other than as a result of expiration of the underlying UC Regents’ Patents, this Agreement shall automatically be terminated. LICENSOR shall use its best efforts to provide no less than ninety (90) days prior written notice of any such termination so as to allow LICENSEE to obtain separate licenses from LICENSOR and UC Regents as necessary. In the event the termination of the UC REGENTS AGREEMENT is due to a breach by LICENSOR and not directly caused by any improper act or omission of LICENSEE, LICENSOR shall use its best efforts to offer to LICENSEE a license for the PROMEGA PATENTS that reflects:

such that LICENSEE shall not be materially and negatively impacted (i.e. worse off) by having two separate licenses when compared to the terms of this AGREEMENT

3.1   In consideration for the license granted herein, LICENSEE shall pay to LICENSOR a license issue fee of [REDACTED] dollars ($[REDACTED] U.S.) within thirty (30) days of the EFFECTIVE DATE of the Agreement. Such payment shall cover the first year’s Annual License Maintenance Fee under the Agreement required to be paid under Section 3.2 below. This license issue fee is non-refundable and non-cancelable.

3.2   LICENSEE shall pay to LICENSOR an Annual License Maintenance Fee of [REDACTED] dollars ($[REDACTED] U.S.) beginning on or before each corresponding anniversary of the Agreement. Such payment is non-refundable and non-cancelable.

3.3   LICENSEE shall pay to LICENSOR non-creditable royalties for LICENSEE’s Acellular and Cellular Luminescent Assays under the following circumstances: In the event LICENSEE uses Luminescent Assay Reagents not purchased by LICENSEE from LICENSOR or its authorized distributor, LICENSEE shall pay [REDACTED] for each attempted light-yielding determination of the presence or activity of luminescent proteins of the LICENSED TECHNOLOGY made by LICENSEE. For clarity, the phrase “Luminescent Assay Reagents” means the solutions (including substrates, buffers and all other reagents) which, when added to luminescent proteins, provide the necessary environment, or enhance the existing environment, in which said luminescent proteins will give off luminescence. However, LICENSEE shall make no royalty payment to LICENSEE for each attempted light-yielding determination of the presence or activity of luminescent proteins of the LICENSED TECHNOLOGY made by LICENSEE when using Luminescent Assay Reagents purchased from LICENSOR or its authorized distributor.

3.4         In the event that any patent or claim thereof included within the LICENSED PATENT RIGHTS is held invalid in a final decision by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, then all obligation to pay royalties based on that patent or claim or any claim patentably indistinct therefrom will cease as of the date of final decision. The LICENSEE will not, however, be relieved from paying any royalties that accrued before such final decision, except as the court may otherwise direct, and the LICENSEE shall be obligated to pay the full amount of royalties due hereunder to the extent that a LICENSED SERVICE is covered by one or more remaining VALID CLAIMS within the LICENSED PATENT RIGHTS.

4.1   LICENSEE shall make annual royalty reports to LICENSOR on or before September 1 of each calendar year. Each such royalty report will cover LICENSEE's most recently completed year and will, at a minimum, show the number of light-yielding determinations of the presence or activity of the luminescent proteins of the LICENSED TECHNOLOGY attempted by LICENSEE using Luminescent Assay Reagents not purchased from LICENSOR. Such report shall be accompanied by a calculation of the royalties owed pursuant to Paragraphs 3.2 and 3.3 and payment of said calculated royalties.

4.2   LICENSEE’s written annual report provided under Paragraph 4.1 shall in each instance indicate whether LICENSEE is using Luminescent Assay Reagents purchased from LICENSOR pursuant to Paragraph 3.3, in which case the report shall indicate that no royalty payments are owed to LICENSOR. In the event that LICENSEE has purchased its requirements for Luminescent Assay Reagents from LICENSOR for LICENSEE’s attempted light-yielding determinations of the presence or activity of luminescent proteins under the Agreement during said preceding calendar year, LICENSEE shall have no royalty payment obligation and LICENSEE’s report required under Section 4.1 shall so state.

4.3   Each royalty report under this Article 4 shall be accompanied by LICENSEE’s payments due to LICENSOR pursuant to Paragraphs 3.2 and 3.3 above, if required. All payments due hereunder shall be payable in United States Dollars. Conversion of foreign currency to U.S. Dollars shall be made at the conversion rate existing in the United States as reported in the Wal