EXHIBIT 10.6 CONFIDENTIAL TREATMENT ---------------------- ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*]...

EXHIBIT 10.6

CONFIDENTIAL TREATMENT
----------------------

ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT
BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.

[*] CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

LICENSE AND OPTION AGREEMENT

LICENSE AND OPTION AGREEMENT (the "Agreement"), dated as of December 10,
1997 (the "Effective Date"), between XXXXXXX CORPORATION, a New Jersey
corporation having its offices at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 ("Sarnoff"), and ORCHID BIOCOMPUTER, INC., a Delaware corporation having
its offices at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Orchid").

WHEREAS, Xxxxxxx is (and will be) the owner or licensee of rights in
certain existing and future Intellectual Property and certain Patent Rights
relating thereto.

WHEREAS, Xxxxxxx is willing to grant to Orchid and Orchid desires to
acquire from Xxxxxxx, certain rights under such Intellectual Property and Patent
Rights for the purpose of allowing Orchid to research, develop, manufacture,
market, sell, import, lease and/or deliver, within the Orchid Field, Products
and Services.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Xxxxxxx and Orchid, intending to be legally
bound, hereby agree as follows:

1. Definitions.

As used herein, capitalized terms shall have the respective meanings set
forth below:

1.1. "Affiliate" means any corporation, firm, limited liability company,
partnership or other entity which directly or indirectly controls or is
controlled by or is under common control with a party to this Agreement.
"Control" means ownership of, or the ability to vote, directly or through one or
more Affiliates, fifty percent (50%) or more of the shares of stock entitled to
vote for the election of directors, in the case of a corporation, or fifty
percent (50%) or more of the equity interests in the case of any limited
liability company or other type of legal entity, status as a general partner in
any partnership, or any other arrangement whereby a party controls or has the
right to control the board of directors or equivalent governing body of a
corporation or other entity. Notwithstanding the foregoing, Xxxxxxx and SRI and
companies controlled by Xxxxxxx and SRI shall not be deemed to be Affiliates of
Orchid, and Orchid shall not be deemed to be an Affiliate of such entities for
purposes of this Agreement.

1.2 "Ancillary Device" shall mean a detector or other device (but not a
Storage Device or Input/Output Device) that is specifically designed by Xxxxxxx
to interface with a Chip,

Storage Device or Input/Output Device to the extent such detector or other
devices are incorporated in Delivered Chips and Instruments. Ancillary Devices
shall not include (without upper or lower limitations as to size or volume), (i)
generic robotic fluid delivery systems, (ii) transport through synthetic or
natural membranes, tubes or capillaries except when part of a Chip or
Input/Output Device, (iii) conventional, non-electrokinetic fluid pumping or
valving technology except when part of a Chip or Input/Output Device and (iv) 3D
microimaging and modeling.

1.3. "Chip" shall mean a microfabricated flat structure device in one or
more layers having a plurality of Microchannels or Microchannels and
Microchambers in the form of (A) arrays (containing at least (i) six (6)
Microchambers or (ii) two Circuits, each of which contains at least one Active
Element), or (B) at least one Circuit containing at least three (3) serially
connected Elements, at least one of which is an Active Element, to carry out or
enable synthesis, reactions, assays, analyses or sample preparation by
transporting or retaining aqueous or organic fluids that are solvents,
solutions, mixtures or suspensions, including those containing chemicals,
particles, membranes, membrane fragments, cells, cell components or other
biologically derived substances. "Microchannels" shall mean enclosed channels
having a cross section at least 10 microns by 10 microns and no more than 2
millimeters by 2 millimeters. "Microchambers" shall mean xxxxxxxx having a
volume of at least 10 picoliters and no more than 10 microliters.

1.4. "Circuit" shall mean a combination of at least two (2) Elements.

1.5. "Combinatorial Chemistry" shall mean the synthesis of one or more
compounds as part of a process to create compounds or resynthesize known
compounds, where such compounds are to be used in clinical applications or in
the discovery, development, testing or optimization of molecules, materials, or
compounds, or mixtures thereof.

1.6. "Confidential Information" shall mean all proprietary confidential
technology disclosed by Xxxxxxx to Orchid or by Orchid to Xxxxxxx during the
term of this Agreement. For the purposes of this Agreement, Research Technology
shall be deemed Confidential Information of both Orchid and Xxxxxxx.

1.7. "Covered By" shall mean, with respect to any act, an act that would,
in the absence of a license provided hereunder, constitute an infringement of a
claim of a pending patent application, or a claim of an issued patent which has
not been held invalid or unenforceable by a court of competent jurisdiction in a
decision which is unappealable or the appeal period for which has expired
without an appeal being taken.

1.8. "Delivered Chips and Instruments" shall mean Chips and/or related
instruments based on the design of the Chips and related instruments that are
(i) delivered by Xxxxxxx under a Funded Research Program, (ii) delivered by
Xxxxxxx to SB under the SB Agreement, or (iii) delivered by Xxxxxxx to the
Government under NIST Control No. 7ONANB5HlO37 prior to June 30, 1997, or under
DARPA Control No. N66001-96-8630 prior to June 30, 1999.

1.9 "Dynal Agreements" shall mean the proposed Joint Venture Master
Agreement between Orchid and Dynal, Inc. ("Dynal"), as executed, and the
agreements between Orchid and Dynal entered into pursuant thereto, pertaining to
the creation of a joint venture to combine

Orchid's chip technology and Dynal's bead technology to create "Cassettes" for
use in the h-vitro Diagnostic Field.

1.10. "Elements" shall mean any pump, Microchannel or Microchamber. An
Element is "Active" if it is a pump or a Microchannel or a Microchamber in which
a chemical or binding reaction or physical separation by fractionation or
differentiation of various constituents within a sample by such parameters as
molecular size, binding affinity, charge or other physical properties occurs.
An Element is "Passive" if it is not Active, including without limitation,
Microchambers or Microchannels for storage, transport, analyses other than by
chemical or binding reaction, or division of a sample into multiple samples or
streams into multiple streams.

1.11. "Environmental Testing" shall mean the determination of the presence
or effect of molecular analytes, chemicals, microbes (including, without
limitation, viruses and bacteria), parasites or other harmful elements in the
environment utilizing nucleic acid-based analyses, immunoassays or functional
assays involving cells, cellular components or extra- or intra-cellular
interactions.

1.12. "Force Majeure" shall mean any act of God, any accident, explosion,
fire, storm, earthquake, flood, drought, peril of the sea, riot, embargo, war or
foreign, federal, state or municipal order of general application, seizure,
requisition or allocation, any failure or delay of transportation, shortage of
or inability to obtain supplies, equipment, fuel or labor or any other
circumstances or event beyond the reasonable control of the party relying upon
such circumstance or event.

1.13. "Funded Research Program" shall mean the research or development
activities under a research agreement for an Option Field in which, considering
each Option Field separately, Orchid or its designee reasonably acceptable to
Xxxxxxx agrees to (a) fund at least $9 million to Xxxxxxx in research funding
over a period lasting up to three (3) years and a minimum of $3 million for each
year after the first three years with a minimum first year funding of $1.75
million to undertake research or development activities in such Option Field, or
(b) pay an option exercise fee determined by the formula set forth below to
Xxxxxxx and fund at least $4.5 million to Xxxxxxx in research funding over a
period lasting up to three years, which shall commence within one year after the
exercise of the Option. The option exercise fee shall be calculated as follows:

F = ((R - X)/M) times FF

where F = the prorated option exercise fee;

R = $9 million;

X = the level of research funding to be provided to Xxxxxxx over the first
three years;

M = $4.5 million; and

FF= $1 million.

1.14. "Input/Output Device" shall mean fluidic transport, fluid transfer
or fluid connection means which is specifically designed to bring a fluid to a
Chip or Storage Device or remove a fluid from a Chip or a Storage Device.

1.15. "Intellectual Property" shall mean proprietary technical or other
information, know-how, data, materials, devices, systems, software, trade
secrets, processes or formulations, and any and all Patent Rights thereon.

1.16. "In-vitro Diagnostic Field" shall mean the use of a Chip to undertake
any medical or clinical assessment of the health or physical condition of a
human or animal, or the assessment of the condition of a plant, when such
assessment is performed outside the body of the human, animal or plant and
environmental or food testing where testing is for the presence of microbes or
cellular components such as nucleic acids, proteins or toxins. Such assessment
includes, but is not limited to, the testing of body tissue, fluids, or cells;
nucleic acid analysis; immunological analysis; therapy monitoring;
predisposition analysis; viral analysis; microbiological analysis; therapeutic
or abused drug analysis; and chemical analysis of tissue, fluids or cells.
Without limiting the generality of the foregoing, the In-vitro Diagnostic Field
does not include the use of a Chip for the purpose of discovering, developing,
manufacturing, using and selling pharmaceutical products, but does include the
use of Chips for Environmental Testing.

1.17. "Licensed Technology" shall mean: (a) Intellectual Property licensed
or developed under the SB Agreement including Intellectual Property funded by
such agreements, but developed prior to August 30, 1995 and listed on Schedule
A; (b) Intellectual Property embodied in the deliverable "Chips" and
"Instruments" as defined in and developed under the SB Agreement; (c)
Intellectual Property (i) developed under NIST Contract No. 7ONANB5H 1037
through June 30, 1997, (ii) developed under DARPA Contract No. N66001-96-8630
through June 30, 1999, and listed on Schedule A and (iii) certain Intellectual
Property claiming technology relating to Chips developed by Xxxxxxx on or before
August 30, 1995 and listed on Schedule A, (d) Research Technology, (e)
Intellectual Property incorporated in devices or systems as part of a Funded
Research Program and (f) subject to any of Xxxxxxx'x present or future third
party arrangements, Intellectual Property directed to Chips, Storage Devices and
Input/ Output Devices developed by Xxxxxxx and its wholly-owned subsidiaries
during the Option Period or during the term of any and all Funded Research
Programs at Xxxxxxx, and/or the research program under the SB Agreement, but
outside such programs and incorporated by Orchid into a Chip or a system
incorporating a Chip during the Option Period, or during the term of any and all
Funded Research Programs at Xxxxxxx, or the research program under the SB
Agreement and (g) Joint Inventions and Joint Patent Rights as defined in Section
2.6. Specifically excluded from Licensed Technology is the Intellectual Property
developed under DARPA Contract DABT63-95-C-0057 3D entitled "3D Microimaging".
Licensed Technology shall not include rights to general purpose electrical,
electronic, optical, electro-optical, mechanical or electro-mechanical
inventions.

1.18. "Life Science Field" means the Orchid Field, the Option Fields and
the use of Chips in the fields of the biological sciences, human healthcare,
animal healthcare or agriculture.

1.19. "Net Sales" shall mean the amount billed or invoiced on sales of all
Products or Services by Orchid, its Affiliates or sublicensees less: (a) trade,
quantity or cash discounts and non-affiliated brokers' or agents' commissions
actually allowed and taken; (b) amounts repaid or credited by reason of
rejection or return; (c) taxes and duties levied on and/or other governmental
charges made as to production, sale, transportation, importation, delivery or
use and paid by or on behalf of Orchid; and/or (d) shipping and insurance
charges. In the event a Product consists of a system which incorporates
substantial elements which are not Chips, Input/Output Devices, Storage Devices,
Ancillary Devices or other components or software which employ Licensed
Technology licensed to Orchid under Section 2.1 (for example computers or
separate sample preparation devices), Net Sales for such product shall be
determined by multiplying Net Sales for the entire system by a fraction, the
numerator of which is the fair market value of the Chips, Input/Output Devices
or Storage Devices, Ancillary Devices or other components or software which
employ Licensed Technology licensed to Orchid under Section 2.1 in the system
and the denominator of which is the Net Sales for the entire system. Any sales,
leases or transfers between or among Orchid, its Affiliates or sublicensees
shall not be treated as Net Sales unless there is no further sale, lease or
transfer to a third party.

1.20. "Non-Exclusive Licensed Technology" shall mean general purpose
electrical, electronic, optical, electro-optical, mechanical or electro-
mechanical inventions and devices to the extent such inventions and devices are
incorporated in Delivered Chips and Instruments, but not otherwise.

1.21. "Option Field(s)" shall mean the use of Chips in:

(a) Genomics, that is, nucleic acid-based analysis for discovery or
development of human and animal pharmaceuticals or agricultural chemicals to
treat plant diseases and pests and for the discovery of plant genes for the
purpose of modifying plant traits;

(b) Non-nucleic acid-based and non-cell based analyses for high throughout
screening, that is for discovering and developing human and animal
pharmaceuticals and agricultural chemicals to treat plant diseases and pests;

(d) Cell-based assays for lead discovery, lead optimization and
pharmaceutical development, including assays for drug metabolism,
pharmacokinetics, toxicology and bioavailability.

1.22. "Option Period" means that period during which any Option exists as
defined in Section 2.3.

1.23. "Orchadyne" means Orchadyne, LLC, the limited liability company
created pursuant to the Dynal Agreements.

1.24. "Orchid Field" shall mean (a) the use of Chips to carry out
Combinatorial Chemistry for the purpose of discovering human, animal or plant
pharmaceuticals, herbicides or pesticides, (b) the In-vitro Diagnostic Field,
and (c) all Option Fields for which Orchid has exercised its Option hereunder as
provided in Section 2.3 and has an exclusive license.

1.25. "Owned or Controlled" shall mean Intellectual Property which Xxxxxxx
owns, or under which Xxxxxxx is licensed and has the right to grant sublicenses
and/or grant immunity from suit. Intellectual Property "Owned or Controlled" as
of a certain date includes Intellectual Property first invented on or prior to
such date, and shall include all related patent applications and patents or
other intellectual property rights issuing thereon, whenever filed or obtained.

1.26. "Parties" means Xxxxxxx and Orchid.

1.27. "Partner" shall mean SB, Dynal, Orchadyne or any other Person with
whom Orchid shall have a written research and/or development agreement or other
collaborative arrangement whereby Orchid receives (a) ownership rights or
license rights in products or services based on or resulting from such research
and/or development, (b) royalty payments based on the sales of such products or
services, or (c) supply rights for such products.

1.28. "Party" means Xxxxxxx or Orchid.

1.29. "Patent Rights" shall mean rights (including, ,without limitation,
rights as licensee) Owned or Controlled, subject to Section 2.1.6 hereof, by
Xxxxxxx under (a) issued U.S. and foreign patents, (b) U.S. or foreign patent
applications, including any patent application constituting an equivalent,
counterpart, reissue, extension or continuation of any of the foregoing
applications (including, without limitation, a continuation in part or
divisional application), or (c) any patent issued or issuing upon any of the
foregoing applications. A list of Patent Rights included in Licensed Technology
as of the date of this Agreement is attached hereto as Schedule A.

1.30. "Person" shall mean any individual, partnership, limited liability
company, corporation, firm, association, unincorporated organization, joint
venture, trust or other entity.

1.31. "Product" shall mean a Chip or a system incorporating a Chip with or
without Storage Devices, Input/Output Devices or Ancillary Devices developed
using, incorporating, utilizing, manufactured using, based upon, arising out of,
or derived from the Licensed Technology.

1.32. "Research Products" shall mean standardized instruments or devices
and related consumables designed for sale in the open market in the ordinary
course of business without substantial specialized modification for each
customer and intended to be used in vitro in a research laboratory environment.
Research Products shall not include instruments for diagnostics, clinical,
investigational or therapeutic uses requiring notification to or approval from
any regulatory or governmental body or general purpose devices not related
specifically to the subject of the research (e.g., computers).

1.33. "Research Technology" shall mean Intellectual Property developed by
Xxxxxxx in Funded Research Programs.

1.34. "SB Agreement" shall mean the Development and License Agreement
executed by and among Orchid, Xxxxxxx and SmithKline Xxxxxxx PLC/SmithKline
Xxxxxxx Corporation as of August 30, 1995, as amended.

1.35. "Services" shall mean the performance of services for a fee
utilizing a Product, but shall not include performance of research or
development services.

1.36. "SmithKline Xxxxxxx" or "SB" shall mean SmithKline Xxxxxxx
PLC/SmithKline Xxxxxxx Corporation.

1.37. "SRr" shall mean SRI International, a California not for profit
corporation having its principal offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxx,
XX 00000.

1.38. "Storage Device" shall mean a microfabricated flat structure device
containing Microchambers, but not Microchannels or other Elements, that is
either (i) specifically designed for interacting with or connecting to a Chip or
(ii) broadly useful with Chips and other devices or primarily designed to be
interfaced with micropipetting systems. A Storage Device of the type described
in clause (i) is referenced to herein as a Type 1 Storage Device. A Storage
Device described in clause (ii) is referred to herein as a Type 2 Storage
Device.

1.39. "Valid Claim" shall mean an unexpired claim of (i) any issued patent
which has not been finally declared invalid or unenforceable by a patent office
or by a court or other body of competent jurisdiction in any unappealed or
unappealable decision and which has not been lost through an interference or
opposition proceeding or (ii) any pending patent application which has not been
finally rejected by a patent office of competent jurisdiction in any unappealed
or unappealable decision and which has not been pending for more than four (4)
years.

2. Grant of Rights.

2.1. Licenses to Orchid.

2.1.1. Exclusive Rights. Subject to the terms and conditions of
this Agreement, Xxxxxxx hereby grants to Orchid an exclusive, worldwide, right
and license under the Licensed Technology, with the right to sublicense, to
develop, have developed, make, have made, use, have used, import, have imported,
offer for sale, sell, have sold or lease, any Products, Storage Devices and/or
Input/Output Devices for Type 1 Storage Devices and Chips and/or to provide any
Services in the Orchid Field, provided, however, that with respect to Type 2
Storage Devices and Input/Output Devices for Type 1 Storage Devices, such
License shall only be exclusive for Licensed Technology described in clauses
(a)-(e) and (g) of Section 1.17 and further provided however with respect to the
exercised Option of the Option Field of Section 1.2 1(c), the license shall be
exclusive for the Life Science Field and non-exclusive for materials and
chemical research. In addition, the license granted under this Section 2.1.1
with regard to Ancillary Devices shall be limited to the designs of the
Ancillary Devices in the Delivered Chips and Instruments and shall include the
right to modify such designs using Orchid or third party Intellectual Property.

2.1.2. Non-Exclusive Rights.

2.1.2.1 Subject to the terms and conditions of this
Agreement, Xxxxxxx hereby grants to Orchid a non-exclusive, worldwide, right and
license under the Licensed Technology, with the right to sublicense, to develop,
have developed, make, have made, use,

have used, import, have imported, offer for sale, sell have sold or lease (a)
any Products, Storage Devices and Input/ Output Devices and provide any Services
(i) in those Option Fields for which Orchid has not exercised its Option
hereunder as provided in Section 2.3, and (ii) which use Chips to carry out
Combinatorial Chemistry for purposes not included in the Orchid Field provided
however that such license under this Section 2.1.2.1 (ii) outside the Life
Science Field shall be limited to use for industrial materials and chemicals and
shall be limited to Licensed Technology under Section 1.1 7(a)-(e) and (g).
However, the license granted under this Section 2.1.2.1 with regard to Ancillary
Devices shall be limited to the designs of the Ancillary Devices in the
Delivered Chips and Instruments and shall include the right to modify such
designs using Orchid or third party Intellectual Property. The licenses granted
pursuant to this Section 2.1.2 shall in no way be deemed to limit the scope of
any exclusive license granted pursuant to Section 2.1.1.

2.1.2.2 Subject to the terms and conditions of this
Agreement, Xxxxxxx hereby grants to Orchid a non-exclusive, worldwide, right and
license under Non-Exclusive Licensed Technology, with the right to sublicense,
to develop, have developed, make, have made, use, have used, import, have
imported, offer for sale, sell, have sold or lease any Products, Storage Devices
and Input/Output Devices and provide any Services (i) in the Orchid Field and in
those Option Fields for which Orchid has not exercised its Option hereunder as
provided in Section 2.3, and (ii) which use Chips to carry out Combinatorial
Chemistry for purposes not included in the Orchid Field to the extent such uses
of Chips is licensed under Section 2.1.2.1.

2.1.2.3 Subject to the terms and conditions of this
Agreement, Xxxxxxx hereby grants to Orchid a non-exclusive, worldwide, right and
license under LicensedTechnology, with the right to sublicense, to develop, have
developed, make, have made, use, have used, import, have imported, offer for
sale, sell, have sold or lease Input/ Output Devices for Type 2 Storage Devices
in the Orchid Field.

2.1.3. Bead Handling. Xxxxxxx and Orchid shall negotiate in good
faith regarding a license upon commercially reasonable, mutually agreeable terms
to develop, have developed, make, have made, use, have used, import, have
imported, offer for sale, sell, have sold or lease any instrument based on the
bead handling technology to be developed by Xxxxxxx in a program funded by or in
collaboration with Orchid and useful in connection with Chips. The license will
be governed by a separate agreement which will cover the scope of the license,
field of use, statement of work to be performed by Xxxxxxx, the specifications
and drawings of the bead handling instrument and all other terms. No license is
granted to Orchid for such bead handling instruments by this Agreement.

2.1.4. Additional Licenses. In addition to the Options set forth in
Section 2.3, at Orchid's request Xxxxxxx will negotiate in good faith with
Orchid at any time for the terms and conditions of an exclusive license in one
or more Option Fields which are not the subject of a current or past Funded
Research Program.

2.1.5. Restrictions on Licenses. All licenses granted to Orchid
hereunder and all restrictions under Section 2.2. are subject to (a) a non-
exclusive, worldwide, royalty-free license which the U.S. Government may retain
under any Intellectual Property whose development was funded by the U.S.
Government, (b) a worldwide, non-exclusive, royalty-free license to Xxxxxxx

and the U.S. Government to permit Xxxxxxx to engage in research. or .
development contracts or to prepare prototypes for the U.S. Government, and (c)
any rights previously granted to SmithKline Xxxxxxx under the SB Agreement.
Notwithstanding anything to the contrary in this Agreement, no licenses are
granted to Orchid under this Agreement to make, have made, use, sell, offer for
sale, lease or import (except as Ancillary Devices otherwise permitted
hereunder) printers, cameras, imaging systems or displays which employ Chips,
and materials for use with any of the foregoing.

2.1.6. Third-Party Technology. In the event that Xxxxxxx has
licensed from a third party any of the Licensed Technology, Xxxxxxx'x license to
Orchid of such Licensed Technology is granted hereby to the extent that, and for
as long as, Xxxxxxx can provide such rights and subject to any royalty
obligations as hereinafter provided. Orchid shall be provided with timely notice
of the terms of any such license under which such sublicense is granted, and
Orchid may choose to accept or not accept such sublicense. To the extent that
the sale or other action by Orchid or its permitted sublicensees of Products or
Services would give rise to a royalty or other payment obligation by Xxxxxxx
under any license under which Orchid accepts a sublicense, Orchid shall pay and
require its sublicensees to pay such amount to Xxxxxxx or directly to the third
party if so requested by Xxxxxxx.

2.1.7. Algorithms. Except as included in Licensed Technology,
access by Orchid to algorithms for data mining and for informatics is not
included in the licenses granted herein, but may be the subject of a separate
agreement, subject to any Xxxxxxx agreements with third parties.

2.1.8. Tangible Results. All tangible instruments, devices,
prototypes or components thereof which are produced in Funded Research Programs
at Xxxxxxx funded by Orchid shall be owned by Orchid and delivered to Orchid no
later than upon completion of the relevant Funded Research Program. Orchid
shall have the right to use and to reproduce all such instruments, devices,
prototypes or components under the terms of this Agreement.

2.2. Restrictions on Xxxxxxx'x Other Businesses. Nothing in this
Agreement shall be interpreted to preclude Xxxxxxx or any of its subsidiaries or
licensees or sublicensees from engaging in their businesses; provided that
nothing in this Section 2.2 shall limit the exclusive grant to Orchid under
Section 2.1. Notwithstanding the foregoing, during the Option Period and the
duration of any Funded Research Program and for a period of ninety (90) days
after the last to terminate of the Funded Research Programs, Xxxxxxx and its
wholly-owned subsidiaries shall not:

(a) collaborate with or enter into any agreement to provide research
services or grant any license to any commercial third party for (i) designing or
modifying Chips or Input/ Output Devices for Chips for use in the Orchid Field
or any Option Field in which the Option continues to be in effect, (ii)
designing or modifying Type I Storage Devices or Input/ Output Devices for Type
1 Storage Devices that are customized or designed by Xxxxxxx for use with Chips
in the Orchid Field or any Option Field in which the Option continues to be in
effect, or (iii) designing or modifying Ancillary Devices, whether or not
incorporated in Delivered Chips and Instruments, that are designed or customized
by Xxxxxxx in collaboration with the third party while Xxxxxxx itself is in
possession of the third party's Chips as part of a joint effort to design or

optimize a system that includes Chips for use in the Orchid Field or any Option
Field in which the Option continues to be in effect; or

(b) sell products which contain Chips, Type 1 Storage Devices,
Input/Output Devices for Chips or Type 1 Storage Devices to any commercial third
party for use in the Orchid Field or any Option Field in which the Option
continues to be in effect.

The foregoing:

(w) shall not prevent Xxxxxxx or any of its subsidiaries from providing
services related to, or from developing, licensing or selling printers, cameras,
imaging systems or displays including but not limited to those which employ
Chips therein so long as they are not Ancillary Devices exclusively licensed to
Orchid or designed or customized in violation of 2.2(i)(a)(iii);

(x) shall not prevent Xxxxxxx or any of its subsidiaries from providing
services related to, or from developing, licensing or selling (a) Type 2 Storage
Devices, or (b) Ancillary Devices, Type 1 Storage Devices or Input/ Output
Devices for use outside the Orchid Field and any Option Field in which the
Option continues to be in effect or from developing, licensing or selling
products of general applicability which may be useful in the Orchid Field and
the Option Fields in which the Option continues to be in effect as long as such
products are not specifically designed or modified for use with Chips, Type 1
Storage Devices, or Input/ Output Devices for Chips or Type 1 Storage Devices,

(y) shall not require Xxxxxxx to prevent purchasers of such Ancillary
Devices, Storage Devices or Input/ Output Devices from using such Ancillary
Devices, StorageDevices or Input/ Output Devices in the Orchid Field and any
Option Field in which the Option continues to be in effect, and

(z) shall not require Xxxxxxx to prevent parties with whom Xxxxxxx
collaborates or provides research services or to whom Xxxxxxx grants any license
from modifying, for use in the Orchid Field or any Option Field in which the
Option remains in effect, products developed or licensed to them by Xxxxxxx, as
long as Xxxxxxx or its wholly-owned subsidiaries do not contribute to the
modification.

2.2.1 Notwithstanding anything to the contrary in this Agreement,
this Agreement shall not be construed as any limitation or restriction on
Xxxxxxx'x dry powder technology or on Xxxxxxx'x right to grant any license to a
third party for its dry powder technology or its ability to apply or employ, or
collaborate with others to apply or employ, its dry powder technology for any
purpose.

2.3. Option to Orchid.

Subject to the terms and conditions of this Agreement, Xxxxxxx hereby
grants Orchid the exclusive option to include one or more Option Fields in the
Orchid Field and to receive exclusive licenses in such Option Field(s) as
specified in Section 2.1 above (the "Option") as follows:

2.3.1. Option Exercise. Any Option with respect to an Option Field
hereunder may be exercised by Orchid upon written notice and by timely entering
into an agreement for a Funded Research Program with Xxxxxxx relating to any
such Option Field during the Term of the Option as set forth below and upon
payment of the consideration as specified in Section 3.2 hereof

2.3.2. Term of Option. The Option(s) set forth in this Section 2.3
shall continue for a period of four (4) years unless extended or sooner
terminated as provided below (the "Option Period"). In order to maintain Options
to all remaining unexercised Option Fields during the Option Period, upon each
anniversary of the Effective Date, Orchid shall be required to have entered into
at least one Funded Research Program agreement in one new Option Field for each
year that has elapsed since the Effective Date. Notwithstanding the foregoing,
in the event Orchid has exercised at least three (3) Options during the Option
Period, then the Option Period for the remaining Option may be extended at
Orchid's sole discretion for up three additional years upon payment of an Option
Extension Fee of $200,000 per remaining Option Field per year.

2.3.3. Loss of Option Rights. Except as otherwise provided above,
if upon any anniversary of the Effective Date, Orchid shall have failed to
exercise at least one Option per year as set forth in Section 2.3.2 above,
Orchid shall lose rights to one of the remaining unexercised Option Fields. For
any two-year period during which Orchid has failed to exercise rights to at
least one Option Field, Orchid shall lose the rights to two of the remaining
unexercised Option Fields. Upon the occurrence of any such event, Orchid shall
have sixty (60) days in which to elect the Option Field or Fields to be removed
from its Option rights hereunder. If Orchid makes no such election, Xxxxxxx may,
within sixty (60) additional days, elect the Option Field(s) to be removed by
notice to Orchid. For any three-year period during which Orchid has failed to
exercise rights to at least one Option Field, Orchid shall lose the rights to
all of the remaining unexercised Option Fields. Failure by Orchid to comply with
the provisions of Section 3.2 or to fully fund and make payment for a Funded
Research Program in accordance with the agreement executed pursuant to Section
2.3.1 shall give Xxxxxxx the right to terminate this license in accordance with
the provisions of Section 7.2 for the corresponding Option Field.

2.3.4. Extension of Funded Research Programs. Orchid shall have
the right to extend any Funded Research Program or to fund additional related
research at Xxxxxxx at Orchid's request upon reasonable terms to be negotiated
in good faith. Such extensions may include funding for the transfer of Licensed
Technology to the Combinatorial Chemistry Field, the In-vitro Diagnostic Field
or any other Option Field for which Orchid has an exclusive license hereunder.

2.3.5. Technology Audits. Upon termination or expiration of each
Funded Research Program, Xxxxxxx and Orchid shall, within 90 days of such
termination or expiration, meet in good faith to compile a detailed list of all
Licensed Technology invented, or developed during the course of such Funded
Research Program or incorporated in devices or systems as part of such Funded
Research Program. Such list shall be mutually agreed between the parties and
appended to this Agreement as a description of the Licensed Technology
attributable to such Funded Research Program and licensed hereunder as Research
Technology. Xxxxxxx will provide reasonable assistance to Orchid to transfer all
of such Licensed Technology to Orchid.

2.4. No Waiver of Rights. Notwithstanding any provision of this
Agreement, (a) the failure by Orchid to exercise any Option hereunder shall not
in any way affect any exclusive licenses granted to Orchid herein or any
licenses subsequently granted to Orchid by Xxxxxxx, and (b) the scope of any
licenses granted to Orchid in the SB Agreement shall not be limited or affected
in any way by this Agreement.

2.5. Provision of Services. For the duration of the Option Period, in
order to facilitate agreements with Partners for Funded Research Programs, in
connection with the licenses and rights granted herein to Orchid, Xxxxxxx agrees
to provide reasonable assistance to Orchid in the area of business development
in the Orchid Field and any available Option Fields as requested by Orchid.

2.6. Rights to Jointly Developed Inventions.

2.6.1. Joint Inventions Jointly Owned. All right, title and
interest to any inventions or improvements within or outside the Orchid Field
jointly invented by the Parties prior to or during the term of this Agreement
shall be the joint property of the Parties ("Joint Inventions") unless otherwise
agreed in writing, and any resulting Patent Rights ("Joint Patent Rights") shall
be jointly owned.

2.6.2. Restrictions on Licensing Joint Inventions. Unless
otherwise agreed in writing, without the prior written consent of Xxxxxxx,
Orchid shall not grant a license or other right to any third party to use or
practice outside the Orchid Field and those Option Fields for which Orchid has
not exercised its Option, any Joint Invention or Joint Patent Right, or to
develop, have developed, make, have made, use, have used, offer to sell, sell,
have sold, import, have imported, lease, or otherwise distribute any products or
deliver any services outside the Orchid Field Covered By Joint Patent Rights.
Unless otherwise agreed in writing, without the prior written consent of Orchid,
Xxxxxxx shall not grant a license or other right to any third party to use or
practice in the Orchid Field and those Option Fields for which the Orchid Option
has not expired, any Joint Invention or Joint Patent Right, or to develop, have
developed, make, have made, use, have used, offer to sell, sell, have sold,
import, have imported, lease or otherwise distribute any products or deliver any
services, within the Orchid Field Covered By Joint Patent Rights.

2.6.3 Xxxxxxx Interest in Joint Inventions. Xxxxxxx'x interest in
Joint Inventions and Joint Patent Rights shall be deemed to be Licensed
Technology.

2.7 Grant Back to Xxxxxxx. To the extent permitted by present or future
agreements with third parties, Orchid hereby grants to Xxxxxxx a paid up,
royalty-free, non-exclusive license, with right to sublicense, to all
Intellectual Property relating to Chips, Storage Devices, and Input/ Output
Devices developed by Orchid during the term of the restrictions set forth in
Section 2.2, to develop, have developed, make, have made, use, have used,
import, have imported, offer for sale, sell have sold or lease products and
practice processes outside the Life Science Field. Such license shall survive
the termination or expiration of this Agreement.

3. Consideration.

3.1 License Consideration. In consideration of the licenses and rights
granted herein, Orchid:

(a) has previously issued to Xxxxxxx an aggregate of 79,300 shares of
Common Stock, par value $.001, of Orchid, subject to the terms and conditions
set forth in the Shareholder Common Stock Purchase Agreement dated August 30,
1995 and 670,000 shares of Series A Convertible Preferred Stock, par value
$.001, of Orchid, subject to the terms and conditions set forth in the Series A
Convertible Preferred Stock Purchase Agreement dated August 30, 1995;

(b) shall issue to Xxxxxxx or to Xxxxxxx'x designated employees Eighty
Two Thousand Five Hundred (82,500) shares of Common Stock, par value $.001, of
Orchid and One Hundred Sixty Seven Thousand Five Hundred (167,500) shares of
Series A Convertible Preferred Stock, par value $0.001, of Orchid in
consideration of the license granted hereunder in the In-vitro Diagnostic Field;
and

3.2 Option Consideration. Upon exercise of an Option with respect to
any Option Field, Orchid shall issue to Xxxxxxx or its designated employees
33,300 shares of Common Stock, par value $.001, of Orchid and shall issue to
Xxxxxxx 66,700 shares of Class A Preferred Stock, par value $.001, of Orchid.
Orchid shall also issue to Xxxxxxx or its designated employees an additional
50,000 shares of Common Stock, par value $.001, of Orchid for each year during
the term of the related Funded Research Program at the end of each funding year.

3.3 Restrictions and Limits. All shares of Common Stock or Preferred
Stock issued to Xxxxxxx pursuant to this Agreement shall contain restrictive
legends as determined by counsel to Orchid to be required under the securities
laws of the United States and the relevant states or any stock subscription
agreement and shall be subject to existing Shareholder Agreements and Charter or
By-Law limitations on transfer.

3.4 Royalties under Exclusive License. Except for Products which
incorporate no Licensed Technology other than Developed Technology (as defined
in the SB Agreement), and/or technology developed under the Dynal Agreements or
Services provided using such Products which incorporate no Licensed Technology
other than Developed Technology (as defined in the SB Agreement), and/or
technology developed under the Dynal Agreements, commencing on January 1 of the
calendar year following the date on which the percentage of Orchid stock
represented by the total shares of Series A Convertible Preferred Stock and
Common Stock issued to Xxxxxxx as set forth in Sections 3.1(a) and (b) and
Section 3.2 (the "Issued Shares"), and regardless of whether or not Xxxxxxx may
have sold all or a portion of such Issued Shares, drops below 20% of all shares
of capital stock of Orchid then outstanding (calculated by assuming conversion
of all outstanding convertible securities and exercise of all outstanding
warrants) (such January 1 being referred to herein as the "Royalty Commencement
Date"), in consideration of the exclusive licenses granted pursuant to Section
2.1.1 and the non-

exclusive licenses granted pursuant to Section 2.1.2 Orchid shall make payments
to Xxxxxxx of royalties as follows:

(a) One and one-half percent (1.5%) of Net Sales by Orchid and its
Affiliates of Products and Services whose discovery, development, testing,
manufacture, use, sale, importation, lease or offer for sale would, but for the
licenses granted hereunder, infringe a Valid Claim of a Patent Right included in
the Licensed Technology which is not a Joint Patent Right and which is
exclusively licensed hereunder, or whose discovery, development, testing,
manufacture, use, sale, importation, lease or offer for sale directly employs or
embodies proprietary Licensed Technology which is not a Joint Invention and
which is exclusively licensed hereunder, provided however that for Products
which incorporate Licensed Technology and either Developed Technology (as
defined in the SB Agreement), or technology developed under the Dynal Agreements
or Services provided using such Products, the royalty rate shall be one percent
(1%) of Net Sales;

(b) Three fourths of one percent (.75%) of Net Sales by Orchid and its
Affiliates of Products and Services whose discovery, development, testing,
manufacture, use, sale, importation, lease or offer for sale would, but for the
licenses granted hereunder, infringe a Valid Claim of a Joint Patent Right, but
not any other Patent Right, which is included in the Licensed Technology and
which is exclusively licensed hereunder, or whose discovery, development,
testing, manufacture, use, sale, importation, lease or offer for sale directly
employs or embodies only such Licensed Technology which is a Joint Invention and
which is exclusively licensed hereunder;

(c) for (i) sales by any licensees or sublicensees of Orchid of any such
Products or Services as specified in Section 3.4(a) or (b), and (ii) payments
received by Orchid under a sublicense of exclusive Licensed Technology, Orchid
shall pay Xxxxxxx ten percent (10%) of any non-refundable amounts received by
Orchid from such licensees or sublicensees, including but not limited to
advanced and minimum royalties, up front and milestone project and licensing
fees (excluding equity investments by licensees or sublicensees and excluding
fees paid to Orchid in any form which are required to be used for research or
other services to be performed by Orchid).

3.5 Royalties under Non-exclusive License. In consideration of the non-
exclusive licenses granted pursuant to Section 2.1.2, except for Products which
incorporate no Licensed Technology other than Developed Technology (as defined
in the SB Agreement), and/or technology developed under the Dynal Agreements or
Services provided using such Products which incorporate no Licensed Technology
other than Developed Technology (as defined in the SB Agreement), and/or
technology developed under the Dynal Agreements, Orchid shall make payments to
Xxxxxxx of royalties without regard to Xxxxxxx'x ownership of Issued Shares as
follows:

manufacture, use, sale, importation, lease or offer for sale directly employs
or embodies proprietary Licensed Technology which is not a Joint Invention and
which is non-exclusively licensed hereunder, provided however that for Products
which incorporate Licensed Technology and either Developed Technology (as
defined in the SB Agreement), or technology developed under the Dynal Agreements
or Services provided using such Products, the royalty rate shall be one percent
(1%) of Net Sales; and

(b) Three fourths of one percent (.75%) of Net Sales by Orchid and its
Affiliates of Products and Services whose discovery, development, testing,
manufacture, use, sale, importation, lease or offer for sale would, but for the
licenses granted hereunder, infringe a Valid Claim of a Joint Patent Right, but
not any other Patent Right, which is included in the Licensed Technology and
which is non-exclusively licensed hereunder, or whose discovery, development,
testing, manufacture, use, sale, importation, lease or offer for sale directly
employs or embodies only such Licensed Technology which is a Joint Invention and
which is non-exclusively licensed hereunder; and

(c) for (i) sales by any licensees or sublicensees of Orchid of any such
Products or Services as specified in Section 3.5(a) or (b) and (ii) payments
received by Orchid under a sublicense of non-exclusive Licensed Technology,
Orchid shall pay Xxxxxxx ten percent (10%) of any non-refundable amounts
received by Orchid from such licensees or sublicensees, including but not
limited to advanced and minimum royalties, up front and milestone project and
licensing fees (excluding equity investments by licensees or sublicensees and
excluding fees paid to Orchid in any form which are required to be used for
research or other services to be performed by Orchid).

(d) In addition, Orchid shall pay Xxxxxxx for each Option Field for which
Orchid has a non-exclusive license under Section 2.1.2 on the relevant date the
following minimum royalties for each Option Field: (i) on January 1, 2002,
$50,000 per Option Field, (ii) on January 1, 2003, $100,000 per Option Field,
and (iii) on January 1, 2004 and each subsequent January 1, $200,000 per Option
Field per year. These minimum royalties shall be a credit for royalties to be
paid under Section 3.5(a) on an Option Field-by-Option Field basis for the
calendar year for which the minimum royalty payment is made. For Option Fields
which are exclusively licensed to Orchid, the provisions of Section 3.4 shall
govern and no royalties or fees shall be due pursuant to this Section 3.5. For
Option Fields where Orchid notifies Xxxxxxx, at least thirty (30) days prior to
the minimum royalty due date, that Orchid does not wish to maintain its non-
exclusive license, no minimum royalty payment shall be due and Orchid shall no
longer have a non-exclusive license for such Option Field.

3.6 Royalty Reductions. In the event that royalties and fees paid to
Xxxxxxx pursuant to Section 3.4 or 3.5 shall become a significant factor in the
return realized by Orchid such as to substantially diminish its capability to
respond to competitive pressures in the market, the parties shall mutually agree
on a reasonable reduction in the royalties and fees payable under this Agreement
with respect to the affected Products and Services. Factors to be considered in
agreeing on the royalty reduction shall include but not be limited to the profit
margin on such

Products and Services and on analogous and/or competitive Products and Services
and prices and expenditures therefor.

3.7 Royalty Term. Royalties hereunder shall be payable only until the
expiration of the last to expire of the Patent Rights covering a particular
Product or Service. Thereafter, Orchid shall have a fully paid up, perpetual
non-exclusive license to all Licensed Technology for such Product or Service.

3.8 Royalty Reporting Provisions.

(a) Orchid agrees to submit to Xxxxxxx within sixty (60) days after the
calendar quarters ending March 31, June 30, September 30, and December 31 of
each year in which royalties are due hereunder, reports setting forth for the
preceding three (3) month period at least the following information for Orchid,
its Affiliates and sublicensees:

i) total xxxxxxxx for Products sold;

ii) total xxxxxxxx for all Services provided or sold;

iii) deductions applicable to determine the Net Sales thereof;

iv) the amount of royalty due thereon; and with each such royalty
report to pay the amount of royalty due.

(b) All such reports shall be maintained in confidence by Xxxxxxx, except
as required by law.

(c) 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 Wall Street Journal) on
the last working day of each royalty period.

(d) Any tax paid or required to be withheld by Orchid on account of
royalties payable to Xxxxxxx under this Agreement shall be deducted from the
amount of royalties otherwise due. Orchid shall secure and send to Xxxxxxx proof
of any such taxes withheld and paid by Orchid for the benefit of Xxxxxxx.

(e) If governmental regulations prevent remittances from a foreign country
with respect to sales made or fees received in that country, the obligation of
Orchid to pay royalties on such sales and/of fees shall be suspended until such
remittances are permitted. Xxxxxxx shall have the right, upon giving written
notice to Orchid, to receive payment in such country in local currency.

3.9 Royalties to Third Parties. In the event Orchid becomes liable to pay
royalties or other amounts to any third party as a result of the sale of any
product or the delivery of any services by Xxxxxxx or any Affiliate of Xxxxxxx
under Section 6 of the SB Agreement or otherwise, then Xxxxxxx shall be liable
for all such royalties or other amounts and shall, at Orchid's option, either
pay such amounts directly to the third party or shall reimburse Orchid for such
royalties or other amounts within thirty (30) days after receipt of an invoice
from Orchid.

3.10 Royalty Audits. Orchid shall keep complete, true and accurate books
of account and other appropriate records for the purpose of showing the amount
payable to Xxxxxxx by way of royalty and of cumulative Net Sales and otherwise
showing Orchid's compliance with Section 3 of this Agreement. Said books and the
supporting data and other documentation, including technical information
relevant to the determination of Orchid's obligations hereunder, shall be kept
at Orchid's principal office and maintained for three (3) years following the
end of the calendar year to which they pertain. Such records, solely to the
extent relevant to the determination of Orchid's obligations under Section 3 of
this Agreement shall be open, upon reasonable notice and at reasonable times
during normal business hours, to the inspection by independent, certified public
accounts (to be selected solely by Xxxxxxx and reasonably acceptable to Orchid)
at Xxxxxxx'x expense. However, if a discrepancy of more than five percent (5%)
of royalties due Xxxxxxx is discovered by the inspection, then the cost of the
inspection shall be performed at Orchid's expense.

4. Representations and Warranties.

4.1. Representations, Warranties and Covenants of Xxxxxxx. Xxxxxxx
represents, warrants and covenants to Orchid as follows:

4.1.1. Xxxxxxx is a corporation duly organized, validly existing and
in good standing under the laws of the State of New Jersey with corporate powers
adequate for executing and delivering, and performing its obligations under,
this Agreement;

4.1.2. The execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the part of Xxxxxxx;

4.1.3. This Agreement has been duly executed and delivered by Xxxxxxx
and is a legal, valid and binding obligation of Xxxxxxx, enforceable against it
in accordance with its terms;

4.1.4. The execution, delivery and performance of this Agreement does
not and will not conflict with or contravene any provision of the charter
documents or bylaws of Xxxxxxx or any material agreement, document, instrument,
indenture or other obligation of Xxxxxxx;

4.1.5. Xxxxxxx shall not enter into any agreement, make any
commitment, take any action or fail to take any action that would contravene any
material provision of, or materially derogate or restrict any of the rights and
licenses granted to Orchid under, this Agreement; and

4.1.6. Schedule A sets forth a list of all Patent Rights relating to
Licensed Technology Owned or Controlled by Xxxxxxx as of the Effective Date. To
the best of Xxxxxxx'x knowledge, all patents listed in Schedule A are valid and
in full force and all applications listed therein as pending have been
prosecuted in good faith as required by law and are in good standing. To the
best of Xxxxxxx'x knowledge, there has been no infringement by Xxxxxxx or its
Affiliates with respect to any patent rights of others in the conduct of the
research activities that have resulted in the existing Licensed Technology owned
by Xxxxxxx. None of the patents or patent applications listed or described in
Schedule A is involved in any interference or opposition proceeding, and there
has been no written notice received by Xxxxxxx or any of its Affiliates that any
such proceeding will hereafter be commenced. Also, included in Schedule A is a
list of all

licenses and license agreements relating to Licensed Technology. To the best of
Xxxxxxx'x knowledge (i) all of the licenses listed or described in Schedule A
are legally valid and binding and in full force and effect, (ii) Xxxxxxx is not
in default under any such license, and (iii) there are no defaults by any other
party to any such license. None of Xxxxxxx'x rights under any such license will
be impaired by the consummation of the transactions contemplated hereby. Except
for licenses granted under the SB Agreement and except as described in Schedule
A, Xxxxxxx has not granted any person or entity any right to use any of the
patents or patent applications listed therein in the Orchid Field or the Option
Fields.

4.1.7. Xxxxxxx shall diligently prosecute and maintain all Patent
Rights licensed to Orchid in accordance with the provisions set forth in Section
5.2 and shall not take or fail to take any actions which would impair such
Patent Rights without prior written notice to Orchid as provided in Section
5.2.4.

4.2. Representations, Warranties and Covenants of Orchid. Orchid
represents, warrants and covenants to Xxxxxxx as follows:

4.2.1. Orchid is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with corporate powers
adequate for executing and delivering, and performing its obligations under,
this Agreement;

4.2.2. The execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the part of Orchid;

4.2.3. This Agreement has been duly executed and delivered by Orchid
and is a legal, valid and binding obligation of Orchid, enforceable against
Orchid in accordance with its terms;

4.2.4. The execution, delivery and performance of this Agreement do
not and will not conflict with or contravene any provision of the charter
documents or bylaws of Orchid or any material agreement, document, instrument,
indenture or other obligation of Orchid; and

4.2.5. Orchid shall not enter into any agreement, make any
commitment, take any action or fail to take any action that would contravene any
material provisions of, or materially derogate or restrict any of the rights and
licenses granted to, Xxxxxxx under this Agreement.

5. Disclosure of Licensed Technology.

5.1. Documentation and Access. Upon request by Orchid from time to time,
Xxxxxxx shall, within a reasonable time thereafter, deliver to Orchid copies of
reasonable documentation describing the Licensed Technology and Xxxxxxx shall
give access to and use reasonable efforts to keep Orchid apprised of all ongoing
and future Licensed Technology created or acquired by Xxxxxxx and its Affiliates
and subject to a license or Option to Orchid hereunder. In the event that Orchid
shall have reason to believe that Xxxxxxx has not complied with the requirements
of this Section 5.1, it shall so notify Xxxxxxx and Xxxxxxx shall be given a
reasonable opportunity to cure such non-compliance.

5.2. Patents.

5.2.1. Patent Prosecution.

Xxxxxxx shall, by qualified independent patent counsel, prepare, file,
prosecute and maintain patent applications, and maintain and enforce Patent
Rights included in the Licensed Technology in the countries of United States,
Canada, Australia, Europe Patent Office (designating Austria, France, Germany,
Spain, Ireland, Italy, Netherlands, Sweden, Switzerland, United Kingdom), Japan,
and Korea and such other countries as mutually agreed between Orchid and Xxxxxxx
and shall have all rights to otherwise deal in and to enforce rights associated
with Licensed Technology except as otherwise provided in Section 6.2. Xxxxxxx
shall provide Orchid with copies of all proposed patent and other applications
and filings and communications and give Orchid the reasonable opportunity to
comment thereon and Xxxxxxx will consider in good faith any comments provided to
Xxxxxxx by Orchid prior to filing. Xxxxxxx agrees to deliver to Orchid copies of
any communications with the applicable patent office, including without
limitation, all office actions and responses, each patent application and
filing, and each registration that issues thereon.

5.2.2. Cooperation. Orchid agrees to cause each of its employees and
agents to take all actions and to execute, acknowledge and deliver all
instruments or agreements reasonably requested by Xxxxxxx, and necessary for the
perfection, maintenance, enforcement or defense of Patent Rights as set forth
above.

5.2.3. Financing of Costs. Orchid agrees to pay to Xxxxxxx fifty
percent (50%) of Xxxxxxx'x reasonable out of pocket costs incurred in the
preparation, filing, translation, prosecution, issuance and maintenance of any
such patent applications or patents relating to Licensed Technology except for
Licensed Technology under Section 1.17(f) prepared or filed after the Effective
Date and fifty percent (50%) of the maintenance costs for such Patent Rights
incurred by Xxxxxxx after the Effective Date, provided that such prosecution is
conducted as set forth in Section 5.2.1 above. If Orchid declines in writing to
pay to Xxxxxxx its fifty percent (50%) share of the costs of a particular Patent
Right in a particular country, Orchid's license to such Patent Right in such
particular country shall be terminated as of the Due Date. If Orchid fails to
pay to Xxxxxxx within thirty (30) days from date of receipt of invoice (the "Due
Date"), and such failure continues for a period of 30 days after written notice
to Orchid by Xxxxxxx of such failure to pay, Orchid's license to such Patent
Right in such particular country shall be terminated as of the Due Date.

5.2.4. Election to Discontinue Prosecution. Xxxxxxx may, with
respect to the Patent Rights, at any time, in its sole discretion decide that it
desires to discontinue its responsibility for the prosecution or maintenance of
a particular patent application or patent in one or more countries of Patent
Rights which are Licensed Technology under Section 1.17(a), (b), (c), (d), (e)
and (g). In such event, Xxxxxxx shall notify Orchid promptly in writing of its
intention to discontinue responsibility for the prosecution or maintenance for
such patent application or patent, and, in any event, shall give such notice at
least sixty (60) days prior to the effective date of such proposed
discontinuance in order to permit Orchid to determine whether it wishes to
assume the responsibility therefor. Orchid shall have the right and option, but
not the obligation, to assume responsibility for prosecution and maintenance of
such patent or patent

application which Xxxxxxx desires to discontinue. Orchid shall inform Xxxxxxx in
writing of its decision to assume responsibility for prosecution and maintenance
of such patent or patent application and Xxxxxxx shall execute and deliver such
documents and take such actions as are reasonably necessary or appropriate to
effect such assumption and transfer of responsibility in a timely and efficient
manner. In the event Orchid exercises such right, such patent or patent
application shall be assigned to Orchid and removed from operation of this
Agreement; provided that, Xxxxxxx shall have a royalty free, non-exclusive,
worldwide, right and license under such Licensed Technology with the right to
sublicense, to develop, have developed, make, have made, use, have used, import,
have imported, offer for sale, sell have sold or lease products and practice
processes outside the Orchid Field and the Option Fields so long as the Options
remain in effect and further provided that upon termination of this Agreement,
such patents and patent applications shall be assigned to Xxxxxxx. However, if
Xxxxxxx elects to use or sublicense a particular patent in a particular country
assigned by Xxxxxxx to Orchid under this Section 5.2.4, then Xxxxxxx shall pay
to Orchid one half of the out of pocket costs expended by Orchid in obtaining
and maintaining the particular patent in the particular country.

5.3. Confidential Information. Any Party receiving or possessing
Confidential Information of the other Party shall use commercially reasonable
efforts to: (i) maintain the confidential and proprietary status of such
Confidential Information; (ii) keep such Confidential Information and each part
thereof within its possession or under its control sufficient to prevent any
activity with respect to the Confidential Information that is not specifically
authorized by this Agreement; (iii) prevent the disclosure of any Confidential
Information to any other Person; and (iv) ensure that such Confidential
Information is used only for those purposes specifically authorized herein;
provided, however, that such restriction shall not apply to any Confidential
Information which is (a) independently developed by the receiving Party without
reference to Confidential Information of the disclosing Party, (b) in the public
domain at the time of its receipt or thereafter becomes part of the public
domain through no fault of the receiving Party, (c) received by the receiving
Party without an obligation of confidentiality from a third party having the
right to disclose such information, (d) released from the restrictions of this
Section 5.3 by the express written consent of the disclosing Party, (e)
disclosed to any actual or prospective permitted assignee, Partner, investor,
licensee, sublicensee or subcontractor of either Xxxxxxx or Orchid (if such
actual or prospective assignee, Partner, investor, licensee, sublicense or
subcontractor is subject to the provisions of this Section 5.3 or comparable
provisions of other documents), or (f) required by law, statute, rule or court
order to be disclosed (the disclosing party shall, however, use commercially
reasonable efforts to obtain confidential treatment of any such disclosure and
shall notify the other party in writing of the request or requirement as soon as
feasible so that such other party may make timely effort to protect or limit the
conditions of disclosure of its Confidential Information). Without limiting the
generality of the foregoing, Xxxxxxx and Orchid each shall use its commercially
reasonable efforts to obtain confidentiality agreements from its respective
Partners, investors, licensees, sublicensees, subcontractors employees and
agents, similar in scope to this Section 5.3, to protect the Confidential
Information.

5.4. Permitted Disclosures. Notwithstanding the provisions of Section 5.3
hereof, Xxxxxxx and Orchid may, to the extent necessary, disclose and use
Confidential Information, consistent with the rights of Xxxxxxx and Orchid
otherwise granted hereunder (a) for the purpose of securing institutional or
government approval to clinically test or market any Product, or (b)

for the purpose of securing patent protection for an invention within the scope
of the Patent Rights. This Agreement and the terms hereof may be disclosed by
either Party only to a third party which executes an agreement requiring such
third party to maintain the confidentiality thereof

6. Infringement.

6.1. Notification of Infringement. Orchid and Xxxxxxx each shall notify
the other of any infringement or misappropriation by any Person of any Licensed
Technology rights in the Orchid Field and shall provide the other with the
available evidence, if any, of such infringement. In such case, the respective
officers of Xxxxxxx and Orchid shall confer to determine in good faith an
appropriate course of action to enforce the Licensed Technology rights or
otherwise xxxxx the infringement thereof.

6.2. Enforcement of Licensed Technology Rights. If the parties have not
agreed on a course of action pursuant to Section 6.1, then if Orchid determines
that enforcement of the Licensed Technology rights in the Orchid Field is
appropriate, Orchid shall have the right, but not the obligation, at its own
expense, to take appropriate action to enforce such rights; provided, however,
that, if Orchid elects to so act, Xxxxxxx shall have the right to participate in
the enforcement of such rights by agreeing to bear a percentage of the costs of
such enforcement in such amount as the parties shall determine. All amounts
recovered in any action to enforce rights in Licensed Technology in the Orchid
Field undertaken by Orchid, whether by judgment or settlement, shall be retained
by Orchid after reimbursing the expenses borne by both parties in enforcing such
Licensed Technology rights. If, within six (6) months after notice of
infringement, Orchid has not commenced action to enforce such rights or
thereafter ceases to diligently pursue such action, Xxxxxxx shall have the
right, at its expense, to take appropriate action to enforce such rights. Orchid
shall have the right to participate separately in such enforcement. All amounts
recovered in any action to enforce Licensed Technology rights undertaken by
Xxxxxxx solely at its expense, whether by judgment or settlement, shall be
retained by Xxxxxxx after reimbursing the expenses borne by both parties in
enforcing such Licensed Technology rights. Xxxxxxx and Orchid shall fully
cooperate with each other in the planning and execution of any action to enforce
rights. Xxxxxxx shall not enter into any settlement that includes the grant of a
license under, agreement not to enforce, or any statement prejudicial to the
validity or enforceability of any Licensed Technology in the Orchid Field
without the consent of the Orchid.

6.3. Disclaimer of Warranty; Consequential Damages.

6.3.1. XXXXXXX EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED,
WITH RESPECT TO THE LICENSED TECHNOLOGY, INCLUDING, W1THOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3.2. NEITHER PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO RECOVER
FROM THE OTHER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE
DAMAGES.

6.4 Infringement. In the event that an action for patent infringement is
commenced against Orchid and/or its sublicensees, whether severally or jointly,
based on the manufacture, use or sale of any Product or Service in any country,
Orchid may, without limitation: (i) terminate and revert its license hereunder
to such Product or Service in such country, which shall be deemed an abandonment
of such Product or Service in such country, or (ii) defend such action on
behalf, of the appropriate parties at its own expense.

6.5 Markings. Set forth in Exhibit A is a list of the Patent Rights,
which list shall be updated from time to time by Xxxxxxx Orchid shall refer to
this list and affix appropriate markings and legends on Products or Services
sold or distributed by or on behalf of Orchid using such Patent Rights.

6.6 Limitations. Xxxxxxx makes no representations or warranties that the
rights granted to Orchid pursuant to Section 2.1 hereof may be exercised by
Orchid and its sublicensees without infringing any third party rights in any
country in the world. Xxxxxxx assumes no responsibility hereunder for the
manufacturing, product specifications, or end-uses of Products or Services by
Orchid or its customers or sublicensees. No warranties made by Orchid in
connection with its Products or Services shall expressly or implicitly obligate
Xxxxxxx in any manner.

6.7 Product Indemnification. Subject to the provisions of this Section
6.7, Orchid agrees to defend, indemnify and hold harmless Xxxxxxx from any and
all damages arising from injury or damage to persons or property (including
without limitation, product liability or infringement of any proprietary rights)
resulting directly or indirectly from Orchid's use, development, manufacture,
licensing, marketing, sale or other disposition or any other commercial
exploitation of any Product or Service, except those which result from the gross
negligence or willful misconduct of Xxxxxxx. Xxxxxxx shall promptly notify
Orchid of any claim which is to be indemnified hereunder and Orchid shall have
the sole right to defend, settle or compromise any such action or claim.

7. Term and Termination.

7.1. Term. This Agreement shall be effective as of the Effective Date and
shall continue in full force and effect unless terminated by mutual agreement or
as set forth below.

7.2. Termination. In the event Orchid fails to make payments due
hereunder, Xxxxxxx shall have the right to terminate this Agreement upon ninety
(90) days' written notice, unless Orchid makes such payments within the ninety
(90) day notice period or unless any such payment is contested in good faith, in
which event Xxxxxxx shall not have the right to terminate this Agreement until
the matter is resolved in Xxxxxxx'x favor pursuant to Section 13 hereof and
Orchid still fails to make any such payment for thirty (30) days after such
resolution.

7.3. Survival of Sublicenses. In the event any license granted to Orchid
hereunder terminates for any reason, any sublicenses granted by Orchid under
this Agreement shall continue.

8. No Implied Waivers; Rights Cumulative.

The delay or failure of any Party at any time or times to require
performance of any provisions shall in no manner affect the rights at a later
time to enforce the same. No waiver by any Party of any condition or of the
breach of any term contained in this Agreement, whether by conduct, or
otherwise, in any one or more instances, shall be deemed to be, or considered
as, a further or continuing waiver of any such condition or of the breach of
such term or any other term of this Agreement.

9. Force Majeure.

Xxxxxxx and Orchid shall each be excused for any failure or delay in
performing any of its respective obligations under this Agreement, if such
failure or delay is caused by Force Majeure.

10. Notices.

All notices, requests and other communications to Xxxxxxx or Orchid
hereunder shall be in writing (including telecopy or similar electronic
transmissions), shall refer specifically to this Agreement and shall be
personally delivered, by registered mail or certified mail, return receipt
requested, postage prepaid or by reliable overnight courier service providing
evidence of receipt, in each case to the respective address specified below (or
to such address as may be specified in writing to the other party hereto):

Xxxxxxx Corporation
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Vice President, IP and Licensing

With a copy to:

Xxxxx Xxxxx, Ph.D., Esq.
Dechert Price & Xxxxxx
Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000

Orchid Biocomputer, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: President

With a copy to:

Xxxxxxx X. Xxxxxx, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Any notice or communication given in conformity with this Section 12 shall
be deemed to be effective: (i) when received by the addressee, if delivered by
hand; (ii) three (3) days after mailing, if mailed; and (iii) one (1) business
day after delivery to a reliable overnight courier service providing evidence of
receipt.

11. Successors and Assigns.

The terms and provisions of this Agreement shall inure to the benefit of,
and be binding upon, Xxxxxxx, Orchid, and their respective successors and
assigns.

12. Amendments.

No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, nor any consent to any departure by Xxxxxxx or
Orchid therefrom, shall in any event be effective unless the same shall be in
writing specifically identifying this Agreement and the provision intended to be
amended, modified, waived, terminated or discharged and signed by Xxxxxxx and
Orchid, and each such amendment, modification, waiver, termination or discharge
shall be effective only in the specific instance and for the specific purpose
for which given. No provision of this Agreement shall be varied, contradicted
or explained by any oral agreement, course of dealing or performance or any
other matter not set forth in an agreement in writing and signed by Xxxxxxx and
Orchid.

13. Arbitration

13.1. The Parties shall attempt to resolve any dispute or controversy
arising under or relating to the interpretation or meaning of this Agreement by
good faith negotiations. Any matter that cannot be resolved by such good faith
negotiation shall be resolved by final and binding arbitration conducted by
three (3) arbitrators in Princeton, New Jersey, in accordance with the then-
current American Arbitration Association ("AAA") Commercial Arbitration Rules
(the "AAA Rules") as modified by this Section 13.

13.2. The arbitrators shall be selected by mutual agreement of the parties
or, failing such agreement, in accordance with the aforesaid AAA Rules. At
least one (1) of the arbitration panel shall be reasonably familiar with the
industry in which Orchid operates. The parties shall bear the costs of the
arbitrators equally.

13.3. The parties shall have the right of limited pre-hearing discovery,
in accordance with the U.S. Federal Rules of Civil Procedure, as then in effect,
for a period not to exceed sixty (60) days.

13.4. As soon as the discovery is concluded, but in any event with thirty
(30) days thereafter, the arbitrators shall hold a hearing in accordance with
the AAA Rules. Thereafter, the arbitrators shall promptly render a written
decision, together with a written opinion setting forth in reasonable detail the
grounds for such a decision.

13.5. Judgment may be entered in any court of competent jurisdiction to
enforce the award entered by the arbitrator.

13.6. The duty of the parties to arbitrate any dispute hereunder shall
survive expiration or termination of this Agreement for any reason.

14. Governing Law.

This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey.

15. Severability.

If any provision hereof should be held invalid, illegal or unenforceable in
any respect in any jurisdiction, then, to the fullest extent permitted by law,
(a) all other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of such provision in any other jurisdiction. To the
extent permitted by applicable law, Xxxxxxx and Orchid hereby waive any
provision of law that would render any provision hereof prohibited or
unenforceable in any respect.

16. Headings.

Headings used herein are for convenience only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

17. Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original,
and all of which counterparts, taken together, shall constitute one and the same
instrument.

18. Interpretation.

The parties hereto acknowledge and agree that (i) each Party and its
counsel reviewed and negotiated the terms and provisions of this Agreement and
have contributed to its revision; (ii) the rule of construction to the effect
that any ambiguities are resolved against the drafting Party shall not be
employed in the interpretation of this agreement; and (iii) the terms and
provisions of this Agreement shall be construed fairly as to all Parties hereto
and not in a favor of or against any Party, regardless of which Party was
generally responsible for the preparation of this Agreement.

19. Entire Agreement.

This Agreement, together with any agreements referenced herein,
constitutes, on and as of the date hereof, the entire agreement of Xxxxxxx and
Orchid with respect to the licensing or transfer of technology from Xxxxxxx to
Orchid and all prior or contemporaneous understandings or agreements, whether
written or oral, between Xxxxxxx and Orchid with respect to such subject matter
are hereby superseded in their entirety except for the SB Agreement. In the case
of any conflict between the terms of this Agreement and the SB Agreement, the SB
Agreement shall govern.

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement
to be duly executed under seal and delivered as of the date first above written.

XXXXXXX CORPORATION

By: /s/ Xxxxxx X. Xxxxxxxx, Ph.D.
------------------------------
Xxxxxx X. Xxxxxxxx, Ph.D.

Title: Vice President
----------------------------

ORCHID BIOCOMPUTER, INC.

By: /s/ Xxxx X. Xxxxx, Ph.D.
------------------------------
Xxxx X. Xxxxx, Ph.D.

Title: Chief Executive Officer
and President
----------------------------

LICENSE AGREEMENT
SCHEDULE A
PRESENT PATENT RIGHTS

TITLE INVENTORS COUNTRY DOCKET STATUS SERIAL NO.
------------------------------------------------------------------------------------------------------------------------------

Partitioned Microelectronic And Fluidic Device Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000 PATENT 08/338703
Array For Clinical Diagnostics And Chemical S.C. XxXxxxx, X.X.
Synthesis
------------------------------------------------------------------------------------------------------------------------------
Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000X PATENT 08/455016
S.C. XxXxxxx, X.X., Xxxx,
A.K.
------------------------------------------------------------------------------------------------------------------------------
Method of Synthesis of Plurality of Compounds Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000X PATENT 08/454781
in Parallel Using a Partitioned Solid Support S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000X PATENT 08/454774
S.C. XxXxxxx, X.X. Xxxx,
A.K.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000X APPLICATION 08/556036
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXX 00000X APPLICATION 95939862.9
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Xxxxx Xxxxxxxxx, X.X. Xxxxxxxx, XXX 00000 APPLICATION 95940666.1
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A partitioned Microelectronic Device Xxxxx Xxxxxxxxx, X.X Xxxxxxxx, XXXXX 00000 APPLICATION 8-516200
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXXXXX 00000X APPLICATION 9701983-0
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXXXXX 00000 APPLICATION 9701985-5
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXXXXX 00000 APPLICATION 4233796
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXXXXX 00000X APPLICATION 4,152,396
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXX 00000 APPLICATION 2205066
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXXXXX 00000X APPLICATION 2204912
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, XXXXX 00000 APPLICATION 703200/97
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXXXX 00000X APPLICATION 8-516201
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, XXXXX 00000X APPLICATION (PCT)703201/97
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000XX APPLICATION 08/705058
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000XX APPLICATION 08/789739
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Immunological Assay Conducted In A Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000XX APPLICATION 08/914941
Microlaboratory Array S.C. XxXxxxx, X.X. Xxxx,
A.K.
------------------------------------------------------------------------------------------------------------------------------
System For Liquid Distribution Xxxxxx, X.X. Cherukui, U.S. 11637 APPLICATION 08/745767
S.C. Matey, J.R.
------------------------------------------------------------------------------------------------------------------------------
Apparatus And Methods For Controlling Fluid Xxxxxxxxx, X.X. XxXxxxx, X.X. 00000 PATENT 08/469238
Flow In Microchannels X.X. Xxxxxx, C.A.
Cherukui, S.C.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, X.X. 00000X APPLICATION 08/556423
X.X. Xxxxxx C. A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, EPO 11717A APPLICATION XX00/00000
X.X., Xxxxxx, X.X. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, XXXXX 00000X APPLICATION
X.X. Xxxxxx, C.A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, XXXXX 00000X APPLICATION
X.X. Xxxxxx, C.A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, XXXXXXXXX 00000X APPLICATION XX00/00000
X.X. Xxxxxx, X.X. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, AUSTRALIA 11717A APPLICATION 95/14586
X.X. Xxxxxx, C.A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, XXXXXX 00000X APPLICATION XX00/00000
X.X. Xxxxxx, X.X. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, X.X. 00000X APPLICATION 08/645966
X.X. Xxxxxx, C.A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Electrokinetic Pumping Xxxxxxxxx, X.X. XxXxxxx, XXX 00000X APPLICATION 97/07880
X.X. Xxxxxx, C.A. Xxxxxx,
R.
------------------------------------------------------------------------------------------------------------------------------
Method And System For Inhibiting Cherukui, S.C. Xxxxxx, X.X. 00000 PATENT 08/483331
Cross-Contamination In Fluids Of Fan, Z.H. Xxxxxx, X.X.
Combinatorial Chemistry Device XxXxxxx, X.X. Xxxxxxxxx,
X.X.
------------------------------------------------------------------------------------------------------------------------------
Method And System For Inhibiting Cherukui, S.C. Xxxxxx, X.X. 00000X APPLICATION 08/726953
Cross-Contamination In Fluids Of Fan, Z.H. Xxxxxx, X.X.
Combinatorial Chemistry Device XxXxxxx, X.X. Xxxxxxxxx,
X.X.
------------------------------------------------------------------------------------------------------------------------------
Assay System Andrevski, X.X. Xxxxx, X.X. X.X. 00000 APPLICATION 08/742317
------------------------------------------------------------------------------------------------------------------------------
Assay System And Method For Conducting Assays Andrevski, X.X. Xxxxx, PCT 11772 APPLICATION 96/17116
X.X. Xxxxxxxxx, D.
Xxxxxxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Field-Assisted Sealing Fan, Z.H. Cherukui, S.C. PCT 11865 APPLICATION 95/14654
Xxxxxx, X.X. Xxxx, X.X
------------------------------------------------------------------------------------------------------------------------------
Field-Assisted Sealing Fan, Z.H. Xxxxxxxx, X.X. X.X. 00000 APPLICATION 08/745766
Xxxxxx, X.X. Xxxx, X.X
------------------------------------------------------------------------------------------------------------------------------
Parallel Reaction Xxxxxxxx Xxx Xxxxxxxxxx Xxxxx, X.X. Xxxxxxxxx, X.X. 00000 APPLICATION 08/786956
Devices P.D. Andrevski, Z.M.
Xxxxxxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Parallel Reaction Cassette And Associated Xxxxx, X.X. Southgate, PCT 11895 APPLICATION 97/00298
Devices P.D. Andrevski, Z.M.
Xxxxxxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Magnet XxXxxxx, X.X. X.X. 00000X APPLICATION 08/742971
------------------------------------------------------------------------------------------------------------------------------
Magnet XxXxxxx, X.X. PCT 11904 APPLICATION 96/17398
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, R.L. X.X. 00000 APPLICATION 08/554887
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C.A. XxXxxxx,
X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, X.X. EPO 11948 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C.A. XxXxxxx,
X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, X.X. JAPAN 11948 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C.A. XxXxxxx,
X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric conduits Xxxxxx, X.X. Xxxxx, X.X. KOREA 11948 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C. A.
XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, X.X. CANADA 11948 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C. A.
XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, X.X. XXXXXXXXX 00000 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C. A.
XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits Xxxxxx, X.X. Xxxxx, X.X. XXXXXXXXX 00000 APPLICATION PCT95/14587
Xxxxx, X.X. Xxxxxxxxx,
X.X. Xxxxxx, C. A.
XxXxxxx, X.X
------------------------------------------------------------------------------------------------------------------------------
Bead Disbursement Devices Xxxxxx, R. Xxxxxxxx, X.X. X.X. 00000 APPLICATION 08/805413
------------------------------------------------------------------------------------------------------------------------------
Method For Polynucleotide Sequencing Kumar, X. Xxxxxx, P. X.X. 00000 APPLICATION 08/665210
------------------------------------------------------------------------------------------------------------------------------
Method For Polynucleotide Sequencing Kumar, X. Xxxxxx, P. PCT 12024 APPLICATION 97/09664
------------------------------------------------------------------------------------------------------------------------------
Method For Polynucleotide Sequencing Kumar, X. Xxxxxx, P. U.S. 12024A APPLICATION 08/950,709
------------------------------------------------------------------------------------------------------------------------------
Massively Parallel Detection Xxxxxxx, X. Xxxxxxxxx, X. X.X. 00000X APPLICATION 08/721427
York, X.X. Xxxxx, A.
Cherukui, X. Xxxxxxxxx, P.
------------------------------------------------------------------------------------------------------------------------------
Massively Parallel Detection Xxxxxxx, X. Xxxxxxxxx, D. U.S. 12034A APPLICATION 08/721432
York, P.K.
------------------------------------------------------------------------------------------------------------------------------
Massively Parallel Detection Xxxxxxx, X. Xxxxxxxxx, D. PCT 12034 APPLICATION 97/17930
York, X. X. Xxxxx, A.
Cherukui, X. Xxxxxxxxx, P.
------------------------------------------------------------------------------------------------------------------------------
Nuclease Protection Assays Kumar, R. X.X. 00000 APPLICATION 08/665104
------------------------------------------------------------------------------------------------------------------------------
Nuclease Protection Assays Kumar, R. PCT 12038 APPLICATION 97/09800
------------------------------------------------------------------------------------------------------------------------------
Method For Capturing A Nucleic Acid Xxxxx, Z. Kumar, R. X.X. 00000 APPLICATION 08/881282
------------------------------------------------------------------------------------------------------------------------------
Microfluidic Method For Nucleic Acid Xxxxx, X. X. Kumar, R. X.X. 00000 APPLICATION 08/665209
Amplification
------------------------------------------------------------------------------------------------------------------------------
Microfluidic Method For Nucleic Acid Xxxxx, X. X. Kumar, R. PCT 12050 APPLICATION 97/09663
Amplification
------------------------------------------------------------------------------------------------------------------------------
Method For Amplifying A Polypeptide Xxxxx, Z. G. X.X. 00000 APPLICATION 08/6633688
------------------------------------------------------------------------------------------------------------------------------
Method For Amplifying A Polynucleotide Xxxxx, X. X. Kumar, R. PCT 12081 APPLICATION 97/09665
------------------------------------------------------------------------------------------------------------------------------
Apportioning System Xxxxxx, X. X. PCT 12087 APPLICATION 97/05153
------------------------------------------------------------------------------------------------------------------------------
Apportionment System Xxxxxx, R. R. X.X. 00000 APPLICATION 08/630047
------------------------------------------------------------------------------------------------------------------------------
Plate For Reaction System Xxxxxx, X. X. Xxxxxxxx, X.X. 00000 APPLICATION 08/630018
S.C. Xxxxxx, X. X. X'Xxxx,
X. X.
------------------------------------------------------------------------------------------------------------------------------
Plate For Reaction System Xxxxxx, X. X. Cherukui, PCT 12098 APPLICATION 97/05841
S.C. Xxxxxx, X. X. X'Xxxx,
X. X.
------------------------------------------------------------------------------------------------------------------------------
Plate For Reaction System Xxxxxx, X. X. Xxxxxxxx, X.X. 00000X APPLICATION 08/850669
S.C. Xxxxxx, X. X. X'Xxxx,
X. X.
------------------------------------------------------------------------------------------------------------------------------
Automated nucleic Acid Preparation Southgate, X. X. Xxxxx, X.X. 00000 APPLICATION 08/664780
Z.G.
------------------------------------------------------------------------------------------------------------------------------
Automated Nucleic Acid Isolation Southgate, X. X. Xxxxx, Z. PCT 12120 APPLICATION 97/09801
G.
------------------------------------------------------------------------------------------------------------------------------
Padlock Probe Detection Kumar, R. X.X. 00000 APPLICATION 08/665208
------------------------------------------------------------------------------------------------------------------------------
Padlock Probe Detection Kumar, R. PCT 12162 APPLICATION 97/09802
------------------------------------------------------------------------------------------------------------------------------
Indirect Electrode-Based Pumps XxXxxxx, X.X. Xxxxxx, X. X.X. 00000 APPLICATION 08/848413
Xxxxxx, X.X. Cherukui, S.C.
------------------------------------------------------------------------------------------------------------------------------
Method for Enhancing Fluorescence Xxxxxxxxx, P.J. X.X. 00000 APPLICATION 08/961860
------------------------------------------------------------------------------------------------------------------------------
Capacitive Denaturation Of Nucleic Acid Xxxxxxx, X. X. Kumar, R. X.X. 00000 APPLICATION 08/936323
Xxxxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Amplification Method For A Polynucleotide Kumar, R. X.X. 00000 APPLICATION 08/924763
------------------------------------------------------------------------------------------------------------------------------
Balanced Asymmetric Electronic Pulse Patterns XxXxxxx, S.E. X.X. 00000 APPLICATION 08/821480
For Operating Electrode-Based Pumps
------------------------------------------------------------------------------------------------------------------------------
Method For Capturing A Microorganism Kumar, R. Fan, Z.H. X.X. 00000 APPLICATION 08/927389
Hoghoogi, B. Xxxxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Flow Control In Microfluidics Devices By Fare, T. L. Fan, Z. H. X.X. 00000 APPLICATION 08/
Controlled Bubble Formation Xxxxxx, X. X.
------------------------------------------------------------------------------------------------------------------------------
Method For Translocating Microparticles In A Fan, Z. H. XxXxxxx, S.E. X.X. 00000 APPLICATION 08/838102
Microfabricated Device Cherukui, S.C.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Xxxxxxxx, X.X. 00000X APPLICATION 08/744386
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Liquid Distribution System Xxxxxxxxx, X.X. Cherukui, PCT 12385 APPLICATION 97/18266
S.C. XxXxxxx, X.X.
------------------------------------------------------------------------------------------------------------------------------
Vertical EHD Pump Integrated With Capillary XxXxxxx, X.X. York, P. K. X.X. 00000X APPLICATION 60/046321
Stop Or Break
------------------------------------------------------------------------------------------------------------------------------

TITLE PATENT NO. FILING DATE ISSUE DATE
-------------------------------------------------------------------------------------

Partitioned Microelectronic And Fluidic Device 5,585,069 11/10/94 12/17/96
Array For Clinical Diagnostics And Chemical
Synthesis
-------------------------------------------------------------------------------------
Partitioned Microelectronic Device Array 5,593,838 5/31/1995 1/14/97

-------------------------------------------------------------------------------------
Method of Synthesis of Plurality of Compounds 5,643,738 5/31/1995 7/1/97
in Parallel Using a Partitioned Solid Support
-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 5,681,484 5/31/1995 10/28/97

-------------------------------------------------------------------------------------
Liquid Distribution System 11/9/1995

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 0 808 456 11/9/1995

-------------------------------------------------------------------------------------
A partitioned Microelectronic Device Array 11/9/1995

-------------------------------------------------------------------------------------
Liquid Distribution System 11/9/1995

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 11/9/1995

-------------------------------------------------------------------------------------
Liquid Distribution System 11/9/1995

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 11/9/1995

-------------------------------------------------------------------------------------
Liquid Distribution System 11/9/1995

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 11/9/1995

-------------------------------------------------------------------------------------
Liquid Distribution System 11/9/1995

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 8/29/1996

-------------------------------------------------------------------------------------
A Partitioned Microelectronic Device Array 1/27/97

-------------------------------------------------------------------------------------
Immunological Assay Conducted In A 8/20/97
Microlaboratory Array

-------------------------------------------------------------------------------------
System For Liquid Distribution 11/08/1996

-------------------------------------------------------------------------------------
Apparatus And Methods For Controlling Fluid 5,632,876 6/6/1995 5/27/97
Flow In Microchannels

-------------------------------------------------------------------------------------
Electrokinetic Pumping 11/9/1995

-------------------------------------------------------------------------------------
Electrokinetic Pumping 5/10/96

-------------------------------------------------------------------------------------
Electrokinetic Pumping 5/12/97

-------------------------------------------------------------------------------------
Method And System For Inhibiting 5,603,351 6/7/1995 2/18/97
Cross-Contamination In Fluids Of
Combinatorial Chemistry Device

-------------------------------------------------------------------------------------
Method And System For Inhibiting 10/7/96
Cross-Contamination In Fluids Of
Combinatorial Chemistry Device

-------------------------------------------------------------------------------------
Assay System 11/1/1996
-------------------------------------------------------------------------------------
Assay System And Method For Conducting Assays 11/1/1996

-------------------------------------------------------------------------------------
Field-Assisted Sealing 11/9/1995

-------------------------------------------------------------------------------------
Field-Assisted Sealing 11/08/1996

-------------------------------------------------------------------------------------
Parallel Reaction Cassette And Associated 1/23/1997
Devices

-------------------------------------------------------------------------------------
Parallel Reaction Cassette And Associated 1/24/1997
Devices

-------------------------------------------------------------------------------------
Magnet 11/1/96
-------------------------------------------------------------------------------------
Magnet 11/3/1996
-------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits 11/9/1995

-------------------------------------------------------------------------------------
Method Of Producing Micro-Electric Conduits 11/9/1995

-------------------------------------------------------------------------------------
Method Of Producing Micro-Electric conduits 11/9/1995

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Method Of Producing Micro-Electric Conduits 11/9/1995

-------------------------------------------------------------------------------------
Bead Disbursement Devices 2/26/97
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Method For Polynucleotide Sequencing 6/14/1996
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Method For Polynucleotide Sequencing 6/13/97
-------------------------------------------------------------------------------------
Method For Polynucleotide Sequencing 10/15/97
-------------------------------------------------------------------------------------
Massively Parallel Detection 9/26/1996

-------------------------------------------------------------------------------------
Massively Parallel Detection 9/26/1996

-------------------------------------------------------------------------------------
Massively Parallel Detection 9/25/97

-------------------------------------------------------------------------------------
Nuclease Protection Assays 6/14/1996
-------------------------------------------------------------------------------------
Nuclease Protection Assays 6/16/1997
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Method For Capturing A Nucleic Acid 6/24/97
-------------------------------------------------------------------------------------
Microfluidic Method For Nucleic Acid 6/14/1996
Amplification
-------------------------------------------------------------------------------------
Microfluidic Method For Nucleic Acid 6/13/1997
Amplification
-------------------------------------------------------------------------------------
Method For Amplifying A Polypeptide 6/14/1996
-------------------------------------------------------------------------------------
Method For Amplifying A Polynucleotide 6/13/1997
-------------------------------------------------------------------------------------
Apportioning System
-------------------------------------------------------------------------------------
Apportionment System 4/9/96
-------------------------------------------------------------------------------------
Plate For Reaction System 4/9/96

-------------------------------------------------------------------------------------
Plate For Reaction System 4/9/97

-------------------------------------------------------------------------------------
Plate For Reaction System 5/2/97

-------------------------------------------------------------------------------------
Automated nucleic Acid Preparation 6/14/1996

-------------------------------------------------------------------------------------
Automated Nucleic Acid Isolation 6/16/1997

-------------------------------------------------------------------------------------
Padlock Probe Detection 6/14/1996
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Padlock Probe Detection 6/16/97
-------------------------------------------------------------------------------------
Indirect Electrode-Based Pumps 5/8/97

-------------------------------------------------------------------------------------
Method for Enhancing Fluorescence 10/31/97
-------------------------------------------------------------------------------------
Capacitive Denaturation Of Nucleic Acid 9/24/97

-------------------------------------------------------------------------------------
Amplification Method For A Polynucleotide 8/27/97
-------------------------------------------------------------------------------------
Balanced Asymmetric Electronic Pulse Patterns 3/21/97
For Operating Electrode-Based Pumps
-------------------------------------------------------------------------------------
Method For Capturing A Microorganism 8/26/97

-------------------------------------------------------------------------------------
Flow Control In Microfluidics Devices By 11/19/97
Controlled Bubble Formation
-------------------------------------------------------------------------------------
Method For Translocating Microparticles In A 4/15/97
Microfabricated Device
-------------------------------------------------------------------------------------
Liquid Distribution System 11/7/96

-------------------------------------------------------------------------------------
Liquid Distribution System 10/10/97

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Vertical EHD Pump Integrated With Capillary 5/13/97
Stop Or Break
-------------------------------------------------------------------------------------

Amendment to License and Option Agreement

THIS AMENDMENT, dated as of April 13, 2000 ("Closing Date"), is by and
between XXXXXXX CORPORATION, a New Jersey corporation having a principal place
of business at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Xxxxxxx"), and
ORCHID BIOSCIENCES, INC.(formerly known as Orchid Biocomputer, Inc.), a Delaware
corporation having a principal place of business at 000 Xxxxxxx Xxxx Xxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000 ("Orchid").

WHEREAS, Orchid (as Orchid Biocomputer, Inc.) and Xxxxxxx entered into a
License and Option Agreement dated as of December 10, 1997 ("License
Agreement"); and

WHEREAS, Orchid and Xxxxxxx wish to amend the License Agreement as set
forth herein.

NOW, THEREFORE, Xxxxxxx and Orchid hereby agree that the License Agreement
is amended as follows:

1. DEFINITIONS.

(a) All capitalized terms, unless otherwise defined herein, will have
the meanings given to them in the License Agreement.

(b) The following definitions in Section 1 of the License Agreement are
amended as follows:

1.13 The definition of "Funded Research Program" deleted in its
entirety and the following is inserted in its place:

"Funded Research Program" means the research or development
activities that have been conducted by the Parties (or their
respective designees) for the Option Fields set forth in Section
1.21(a) and (c) and for which Xxxxxxx received research funding
from Orchid prior to December 31, 1999.

1.19 The definition of "Net Sales" is deleted in its entirety and
"Intentionally Omitted" is inserted in its place.

1.21 The definition of "Option Fields" is deleted in its entirety and
the following is inserted in its place:

"Option Field(s)" shall mean the use of Chips in:

(a) Genomics, that is, nucleic acid-based analysis for discovery or
development of human and animal pharmaceuticals or agricultural
chemicals to treat plant diseases and pests and for the discovery of
plant genes for the purpose of modifying plant traits ("Genomics
Field");

(b) Non-nucleic acid-based and non-cell based analyses for high
throughout screening, that is for discovering and developing human and
animal pharmaceuticals and agricultural chemicals to treat plant
diseases and pests ("HTS Field");

(c) Analysis and synthesis Research Products for use in the Life
Sciences and in chemistry and materials research ("Research Products
Field"); and

(d) Cell-based assays for lead discovery, lead optimization and
pharmaceutical development, including assays for drug metabolism,
pharmacokinetics, toxicology and bioavailability ("Cell-Based Assay
Field").

1.22. The definition of "Option Period" is deleted in its entirety and
the following is inserted in its place:

"Option Field" means that period of time terminating on the Closing
Date.

1.24. The definition of "Orchid Field" is deleted in its entirety and
the following is inserted in its place:

"Orchid Field" shall mean (a) the use of Chips to carry out
Combinatorial Chemistry for the purpose of discovering human, animal or
plant pharmaceuticals, herbicides or pesticides, (b) the In-vitro
Diagnostic Field, (c) the Genomics Field; and (d) the Research Products
Field. The Orchid Field does not include the HTS Field and the Cell-
based Assay Field.

1.40 "IPO Price" means the price per share of the common stock of Orchid
upon the closing of a firm commitment underwritten initial public
offering by Orchid of its common stock to the public pursuant to an
effective registration statement under the Securities Act of 1933, as
amended ("IPO").

2. AMENDMENTS TO GRANT OF RIGHTS.

(a) Section 2.1 of the License Agreement is amended as follows:

2.1.1 Section 2.1.1 of the License Agreement is deleted in its
entirety and the following is inserted in its place:

Subject to the terms and conditions of this Agreement, Xxxxxxx
hereby grants to Orchid an exclusive, fully paid-up, worldwide,
right and license under the Licensed Technology, with the right to
sublicense, to develop, have developed, make, have made, use, have
used, import, have imported, offer for sale, sell, have sold or
lease, any Products, Storage Devices and/or Input/Output Devices for
Type 1 Storage Devices and Chips and/or to provide any Services in
the Orchid Field, provided, however, that with respect to Type 2
Storage Devices and Input/Output Devices for Type 1 Storage Devices,
such License shall only be exclusive for Licensed Technology
described in clauses (a)-(e) and (g) of Section 1.17 and further
provided however with respect to the Research Products Field, the
license shall be exclusive for the Life Science Field and non-
exclusive for materials and chemical research. In addition, the
license granted under this Section 2.1.1 with regard to Ancillary
Devices shall be limited to the designs of the Ancillary Devices in
the Delivered Chips and Instruments and shall include the right to
modify such designs using Orchid or third party Intellectual
Property.

2.1.2 Section 2.1.2.1 of the License Agreement is deleted in
its entirety and the following is inserted in its place:

Subject to the terms and conditions of this Agreement, Xxxxxxx
hereby grants to Orchid a non-exclusive, fully paid-

up, worldwide, right and license under the Licensed Technology, with
the right to sublicense, to develop, have developed, make, have
made, use, have used, import, have imported, offer for sale, sell
have sold or lease (a) any Products, Storage Devices and Input/
Output Devices and provide any Services (i) in the HTS Field and the
Cell-Based Assay Field, and (ii) which use Chips to carry out
Combinatorial Chemistry for purposes not included in the Orchid
Field provided however that such license under this Section
2.1.2.1(ii) outside the Life Science Field shall be limited to use
for industrial materials and chemicals and shall be limited to
Licensed Technology under Section 1.17(a)-(e) and (g). However, the
license granted under this Section 2.1.2.1 with regard to Ancillary
Devices shall be limited to the designs of the Ancillary Devices in
the Delivered Chips and Instruments and shall include the right to
modify such designs using Orchid or third party Intellectual
Property. The licenses granted pursuant to this Section 2.1.2 shall
in no way be deemed to limit the scope of any exclusive license
granted pursuant to Section 2.1.1.

2.1.2.2 Section 2.1.2.2 of the License Agreement is deleted in
its entirety and the following is inserted in its place:

Subject to the terms and conditions of this Agreement, Xxxxxxx
hereby grants to Orchid a non-exclusive, fully paid-up, worldwide,
right and license under Non-Exclusive Licensed Technology, with the
right to sublicense, to develop, have developed, make, have made,
use, have used, import, have imported, offer for sale, sell, have
sold or lease any Products, Storage Devices and Input/Output Devices
and provide any Services (i) in the Orchid Field and in the HTS
Field and the Cell-Based Assay Field, and (ii) which use Chips to
carry out Combinatorial Chemistry for purposes not included in the
Orchid Field to the extent such uses of Chips is licensed under
Section 2.1.2.1.

2.1.2.3 Section 2.1.2.3 of the License Agreement is deleted in
its entirety and the following is inserted in its place:

Subject to the terms and conditions of this Agreement, Xxxxxxx
hereby grants to Orchid a non-exclusive, fully paid-up,
worldwide, right and license under Licensed Technology, with the
right to sublicense, to develop, have developed, make, have made,
use, have used, import, have

imported, offer for sale, sell, have sold or lease Input/Output
Devices for Type 2 Storage Devices in the Orchid Field.

2.1.3 Section 2.1.3 of the License Agreement is deleted in its
entirety and "Intentionally Omitted" is inserted in its place.

2.1.4 Section 2.1.4 is hereby deleted in its entirety and
"Intentionally Omitted" is inserted in its place.

2.1.6 Section 2.1.6 is deleted in its entirety and the
following is inserted in its place:

Xxxxxxx represents to Orchid that, as of the Closing Date, none of
the Licensed Technology has been licensed from a third party.

2.1.8 Section 2.1.8 is deleted in its entirety and the
following is inserted in its place:

All tangible instruments, devices, prototypes or components thereof
which are produced in Funded Research Programs at Xxxxxxx funded by
Orchid (collectively, the "Tangible Instruments") shall be owned by
Orchid. Xxxxxxx will deliver all Tangible Instruments of which it is
aware to Orchid by no later than August 31, 2000. Thereafter, Orchid
will notify Xxxxxxx in writing of any Tangible Instruments that
Xxxxxxx is required, but failed, to deliver to Orchid under this
Section 2.1.8, and Xxxxxxx will deliver to Orchid any such Tangible
Instrument within 30 days of Orchid's notice. Orchid shall have the
right to use and to reproduce all such Tangible Instruments under
the terms of this Agreement.

2.2 Section 2.2 is deleted in its entirety and the following
is inserted in its place:

Nothing in this Agreement shall be interpreted to preclude Xxxxxxx
or any of its subsidiaries or licensees or sublicensees from
engaging in their businesses; provided that nothing in this Section
2.2 shall limit the exclusive grant to Orchid under Section 2.1.
Notwithstanding the

foregoing, for a period of one (1) year, Xxxxxxx and its wholly-
owned subsidiaries will not:

(a) collaborate with or enter into any agreement to provide
research services or grant any license to any commercial third party
for (i) designing or modifying Chips or Input/Output Devices for
Chips for use in the Orchid Field, (ii) designing or modifying Type
1 Storage Devices or Input/Output Devices for Type 1 Storage
Devices that are customized or designed by Xxxxxxx for use with
Chips in the Orchid Field, or (iii) designing or modifying Ancillary
Devices, whether or not incorporated in Delivered Chips and
Instruments, that are designed or customized by Xxxxxxx in
collaboration with the third party while Xxxxxxx itself is in
possession of the third party's Chips as part of a joint effort to
design or optimize a system that includes Chips for use in the
Orchid Field; or

(b) sell products which contain Chips, Type 1 Storage Devices,
Input/Output Devices for Chips or Type 1 Storage Devices to any
commercial third party for use in the Orchid Field.

The foregoing:

(w) shall not prevent Xxxxxxx or any of its subsidiaries from
providing services related to, or from developing, licensing or
selling printers, cameras, imaging systems or displays including but
not limited to those which employ Chips therein so long as they are
not Ancillary Devices exclusively licensed to Orchid or designed or
customized in violation of 2.2(i)(a)(iii);

(x) shall not prevent Xxxxxxx or any of its subsidiaries from
providing services related to, or from developing, licensing or
selling (a) Type 2 Storage Devices, or (b) Ancillary Devices, Type 1
Storage Devices or Input/Output Devices for use outside the Orchid
Field or from developing, licensing or selling products of general
applicability which may be useful in the Orchid Field as long as
such products are not specifically designed or modified for use with
Chips, Type 1 Storage Devices, or Input/Output Devices for Chips or
Type 1 Storage Devices,

(y) shall not require Xxxxxxx to prevent purchasers of such
Ancillary Devices, Storage Devices or

Input/Output Devices from using such Ancillary Devices, Storage
Devices or Input/Output Devices in the Orchid Field, and

(z) shall not require Xxxxxxx to prevent parties with whom
Xxxxxxx collaborates or provides research services or to whom
Xxxxxxx grants any license from modifying, for use in the Orchid
Field, products developed or licensed to them by Xxxxxxx, as long as
Xxxxxxx or its wholly-owned subsidiaries do not contribute to the
modification.

2. 2.3 Amendments to Option Grant.

2.1 (a) Sections 2.3 (paragraphs 2.3.1 - 2.3.5 inclusive), 2.4 and
2.5 of the License Agreement are deleted in their entirety and the
following is inserted in their place:

2.3. The Parties acknowledge that Orchid has exercised the
exclusive option to include the Genomics Field and the Research Products
Field in the Orchid Field and to receive exclusive licenses in such
Option Fields. No other options are granted by Xxxxxxx to Orchid
hereunder to the remaining Option Fields, with respect to which
remaining Option Fields Orchid has and retains a non-exclusive license
pursuant to the terms and conditions of this Agreement, as amended.

2.3.1 The Parties agree that, in consideration of the payments
to be made and securities to be delivered by Orchid to Xxxxxxx
pursuant to Sections 3.1(c) and 3.5 below, as of the Closing Date
of this Amendment:

(i) Xxxxxxx will not conduct any further research and
development activities for Orchid with respect to the
Genomics Field and the Research Products Field; the Funded
Research Program in connection with the Genomics Field and
the Research Products Field are deemed to be fully paid-up,
funded and completed and Orchid does not and will not owe
Xxxxxxx any monies for

royalties, option exercise fees or otherwise in connection
with such fields;

(ii) no further options are exercisable under the License
Agreement; and

(iii) the Parties will not engage in any further funded
research or development activities in connection with any
Option Field, unless under a separate written agreement.

2.3.2 Intentionally omitted.

2.3.3 Intentionally omitted.

2.3.4 Intentionally omitted.

2.3.5 Xxxxxxx has delivered to Orchid and Orchid has
accepted a detailed list of all Licensed Technology which, to
the best of Xxxxxxx'x knowledge, was invented or developed
during the course of the Funded Research Programs, or
incorporated in devices or systems as part of any such Funded
Research Programs as of the Closing Date. A list which has been
mutually agreed upon by the Parties and appended to this
Agreement (as amended) (Exhibit A) includes Licensed Technology
attributable to such Funded Research Programs as well as other
technology licensed hereunder as Research Technology. After the
Closing Date, if Xxxxxxx becomes aware of any Licensed
Technology that had not been delivered, Xxxxxxx will promptly
deliver such Licensed Technology to Orchid. If Orchid becomes
aware of any Licensed Technology that had not been delivered by
Xxxxxxx on or after the Closing Date in accordance with this
Section 2.3.5, Orchid will notify Xxxxxxx in writing and the
parties will negotiate the terms of its delivery to Orchid.

2.4 Notwithstanding any provision of this Agreement, (a) the failure by
Orchid to exercise any Option which was granted by Xxxxxxx under this

Agreement shall not in any way affect any exclusive licenses
granted to Orchid hereunder, any non-exclusive licenses granted
to Orchid with respect to the HTS Field and the Cell-Based
Assay Field and (b) the scope of any licenses granted to Orchid
in the SB Agreement shall not be limited or affected in any way
by this Agreement.

2.5 Section 2.5 of the License Agreement is deleted in its
entirety and "Intentionally Omitted" is inserted in its place.

(b) Section 2.6.2 of the License Agreement is deleted in its entirety
and the following is inserted in its place:

2.6.2 Unless otherwise agreed in writing, without the prior
written consent of Xxxxxxx, Orchid shall not grant a license or
other right to any third party to use or practice outside the
Orchid Field any Joint Inventions or Joint Patent Right, or to
develop, have developed, make, have made, use, have used, offer
to sell, sell, have sold, import, have imported, lease, or
otherwise distribute any products or deliver any services
outside the Orchid Field Covered By Joint Patent Rights. Unless
otherwise agreed in writing, without the prior written consent of
Orchid, Xxxxxxx shall not grant a license or other right to any third
party to use or practice in the Orchid Field, any Joint Invention or
Joint Patent Right, or to develop, have developed, make, have made,
use, have used, offer to sell, sell, have sold, import, have imported,
lease or otherwise distribute any products or deliver any services,
within the Orchid Field Covered By Joint Patent Rights.

3. AMENDMENTS TO CONSIDERATION.

(a) Section 3.1(b) of the License Agreement is amended as follows:

has previously issued to Xxxxxxx or to Xxxxxxx'x designated
employees Eighty Two Thousand Five Hundred (82,500) shares of
Common Stock, par value $.001, of Orchid and One Hundred Sixty
Seven Thousand Five

Hundred (167,500) shares of Series A Convertible Preferred Stock,
par value $0.001, of Orchid in consideration of the license granted
hereunder in the In-vitro Diagnostic Field; and

3.2 (b) Section 3.1(c) of the License Agreement is deleted in its
entirety and the following is inserted in its place:

agrees, as full and final payment for all obligations of Orchid to
Xxxxxxx under this License Agreement with respect to the Research
Products Field and the Genomics Field including, without
limitation, any and all obligations to conduct or fund research
and/or development, make royalty or other payments or issue any of
its common or preferred stock or any other Orchid security, to:

(i) Pay $970,000 and issue 50,000 shares of Orchid's
common stock to Xxxxxxx with respect to the Research
Products Field;

(ii) Pay $2,000,000 and issue 100,000 shares of Orchid's
common stock to Xxxxxxx with respect to the Genomics
Field; and

(iii) Issue an additional 50,000 shares of Orchid's common
stock to Xxxxxxx as a full, advance payment of any
and all future royalties that may be owed to Xxxxxxx
by Orchid with respect to royalty-bearing Products
or Services marketed in the Genomics Field or
Research Products Field.

3.3 (c) Section 3.2 of the License Agreement is deleted in its
entirety and the following is inserted in its place:

3.2 Option Consideration.

(a) With respect to the exercise of the Option for the Research
Products Field, Orchid previously issued to Xxxxxxx 33,300
shares of

Common Stock of Orchid, par value $.001 and 66,700 shares of
Class A Preferred Stock of Orchid, par value $.001. With
respect to the exercise of the Option for the Genomics Field,
Orchid previously issued to Xxxxxxx 100,000 shares of Common
Stock of Orchid, par value $.001 of Common Stock of Orchid.

(b) Subject to the performance by Orchid of its obligations
under Sections 3.1(c) and 3.5, from and after the Closing Date
of this Amendment, (i) Orchid and Xxxxxxx will have no further
obligations to the other to conduct, continue or fund any
research program in any field, including any Funded Research
Program, and (ii) the Options to the HTS Field and the Cell-
Based Assay Field are terminated and without further force and
effect.

(d) Sections 3.4, 3.5 and 3.6 are each deleted in their entirety and the
following is inserted in the place of each such Section:

3.4 The Parties agree that in consideration of the delivery of
securities by Orchid to Xxxxxxx pursuant to Sections 3.1(c) and Section
3.5 below, any and all royalty obligations (including any minimum
payments) under the License Agreement, whether under the exclusive or
non-exclusive licenses granted to Orchid thereunder and whether in the
Orchid Field or any Option Field, are fully paid-up, and the licenses
granted to Orchid under the License Agreement are royalty-free, as of
the Closing Date of this Amendment.

3.5 As additional consideration for Xxxxxxx granting Orchid a
fully paid-up license under the License Agreement, Orchid will deliver
to Xxxxxxx:

(i) 50,000 shares of Orchid common stock as a full,
advance payment of any and all future royalties that
may be owed to Xxxxxxx by Orchid with respect to
royalty-bearing Products or Services marketed in

the HTS Field or Cell-Based Assay Field under the
non-exclusive license granted to Orchid by Xxxxxxx
under the License Agreement; and

(ii) a warrant to purchase 75,000 shares of Orchid common
stock as a full, advance payment of any and all other
future obligations of Orchid to pay royalties to
Xxxxxxx under the License Agreement, pursuant to a
Warrant Agreement in the form attached as Exhibit A
---------
("Warrant Agreement").

3.6 All payments and delivery of securities to be made by
Orchid pursuant to Sections 3.1(c) and 3.5 above shall be made
as of the Closing Date.

3.4 (e) Sections 3.7, 3.8 and 3.10 are each deleted in their entirety
and "Intentionally Omitted " is inserted in the place of each such Section.

4. AMENDMENT TO DISCLOSURE OF LICENSED TECHNOLOGY.

Section 5.2.4 of the License Agreement is amended as follows:

5.2.4. Xxxxxxx may, with respect to the Patent Rights, at any
time, in its sole discretion decide that it desires to discontinue
its responsibility for the prosecution or maintenance of a particular
patent application or patent in one or more countries of Patent
Rights which are Licensed Technology under Section 1.17(a), (b), (c),
(d), (e) and (g). In such event, Xxxxxxx shall notify Orchid promptly
in writing of its intention to discontinue responsibility for the
prosecution or maintenance for such patent application or patent,
and, in any event, shall give such notice at least sixty (60) days
prior to the effective date of such proposed discontinuance in order
to permit Orchid to determine whether it wishes to assume the
responsibility therefor. Orchid shall have the right and option, but
not the
39

obligation, to assume responsibility for prosecution and maintenance
of such patent or patent application which Xxxxxxx desires to
discontinue. Orchid shall inform Xxxxxxx in writing of its decision
to assume responsibility for prosecution and maintenance of such
patent or patent application and Xxxxxxx shall execute and deliver
such documents and take such actions as are reasonably necessary or
appropriate to effect such assumption and transfer of responsibility
in a timely and efficient manner. In the event Orchid exercises such
right, such patent or patent application shall be assigned to Orchid
and removed from operation of this Agreement; provided that, Xxxxxxx
shall have a royalty free, non-exclusive, worldwide, right and
license under such Licensed Technology with the right to sublicense,
to develop, have developed, make, have made, use, have used, import,
have imported, offer for sale, sell have sold or lease products and
practice processes outside the Orchid Field and further provided that
upon termination of this Agreement, such patents and patent
applications shall be assigned to Xxxxxxx. However, if Xxxxxxx elects
to use or sublicense a particular patent in a particular country
assigned by Xxxxxxx to Orchid under this Section 5.2.4, then Xxxxxxx
shall pay to Orchid one half of the out of pocket costs expended by
Orchid in obtaining and maintaining the particular patent in the
particular country.

5. INFRINGEMENT.

There are no modifications to Section 6 of the License Agreement.

6. TERM.

6.1 Section 7.1 of the License Agreement is amended to read as follows:

This Agreement shall be effective as of the Effective Date and
shall continue in full force and effect unless terminated by mutual
agreement.

6.2 Section 7.2 of the License Agreement is deleted in its entirety and
"Intentionally Omitted" is inserted in its place.

8. MISCELLANEOUS.

8.1 (a) Except as amended or modified hereby, the License Agreement
remains in full force and effect.

8.2 (b) In the case of any conflict between the terms of this Amendment
and the terms of the License Agreement, the terms of this Amendment will
govern.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Closing Date.

XXXXXXX CORPORATION ORCHID BIOSCIENCES, INC.

By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- --------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: VP, Patents & Licensing Title: SVP, COO and CFO

Exhibit A

Licensed Technology

Execution Copy
--------------

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT
AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS
FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED.

ORCHID BIOSCIENCES, INC.

WARRANT TO PURCHASE COMMON STOCK

This certifies that, for value received, Xxxxxxx Corporation (the "Holder") is
------
entitled to subscribe for and purchase up to Seventy Five Thousand (75,000)
shares (subject to adjustment from time to time pursuant to the provisions of
Section 5 hereof) of fully paid and nonassessable Common Stock of Orchid
BioSciences, Inc., a Delaware corporation (the "Company"), at the Warrant Price
-------
(as defined in Section 2 hereof), subject to the provisions and upon the terms
and conditions hereinafter set forth.

As used herein, the term "Common Stock" shall mean the Company's Common Stock,
------------
$.001 par value per share, and any stock into or for which such Common Stock may
hereafter be converted or exchanged.

1. Term of Warrant. The purchase or conversion right represented by this
---------------
warrant (hereinafter the "Warrant") is exercisable, in whole or in part
-------
at any time during the period commencing on April 13, 2000 (the
"Effective Date") and continuing until the fifth anniversary thereof.
--------------

2. Warrant Price. The initial exercise price of this Warrant shall be
-------------
equal to the price per share of the Company's Common Stock in the
Initial Public Offering, subject to adjustment from time to time
pursuant to the provisions of Section 5 hereof (the "Warrant Price").
-------------
If there is no Initial Public Offering on or prior to April 13, 2001,
the Warrant Price shall be twelve dollars ($12.00) per share.

3. Method of Exercise or Conversion; Payment; Issuance of New Warrant.
------------------------------------------------------------------

(a) Exercise. Subject to Section 1 hereof, the purchase right
--------
represented by this Warrant may be exercised by the Holder hereof, in whole
or in part, by the surrender of this Warrant (with the notice of exercise
form attached hereto as Exhibit 1 duly executed) at the principal office of
---------
the Company and (i) by the payment to the Company, by check or wire
transfer, of an amount equal to the then applicable Warrant Price per share
multiplied by the number of shares then being purchased; or (ii) by
exercise of the Conversion Right under paragraph (b) below. The Company
agrees that the shares so purchased shall be deemed to be issued to the
Holder hereof as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment (or exercise of the

Conversion Right) made for such shares as aforesaid. In the event of any
exercise of this Warrant and, in any event, certificates for the shares of
stock so purchased shall be delivered promptly to the Holder hereof (and,
in any event, within 15 days thereafter) and, unless this Warrant has been
fully exercised or expired, a new Warrant representing the portion of the
shares, if any, with respect to which this Warrant shall not then have been
exercised, shall also be issued promptly to the Holder hereof (and, in any
event, within fifteen (15) days).

(b) Conversion. Subject to Section 1 hereof, the Holder may convert
----------
this Warrant (the "Conversion Right"), in whole or in part, into the number
----------------
of shares of Common Stock of the Company calculated pursuant to the
following formula by surrendering this Warrant (with the notice of exercise
form attached hereto as Exhibit 1 duly executed) at the principal office of
------- -
the Company specifying the number of shares of Common Stock of the Company,
the rights to purchase which the Holder desires to convert:

X = Y (A - B)
---------
A

where: X = the number of shares of Common Stock to be issued to the
Holder;
Y = the number of shares of Common Stock subject to this
Warrant for which the Conversion Right is being exercised;
A = the fair market value of one share of Common Stock; and
B = the Warrant Price.

As used herein, the fair market value of a share of Common Stock shall mean
with respect to each share of Common Stock the closing price per share of
the Company's Common Stock on the principal national securities exchange on
which the Common Stock is then listed or admitted to trading or, if not
then listed or admitted to trading on any such exchange, on the NASDAQ
National Market System, or if not then listed or traded on any such
exchange or system, the average of the bid and asked prices per share on
NASDAQ Small-Cap Market or, if not then listed or traded, in the sole
discretion of the Board of Directors of the Company, any other over-the-
counter market, including the OTC Bulletin Board, which reports bid, asked
and last sale prices and volume of sales, averaged over the 10 trading days
consisting of the day as of which the current fair market value of Common
Stock is being determined and the nine consecutive business days prior to
such day. If at any time such quotations are not available, the current
fair market value of a share of Common Stock shall be the highest price per
share which the Company could obtain from a willing buyer (not a current
employee or director) for shares of Common Stock sold by the Company, from
authorized but unissued shares, as reasonably determined in good faith by
the Board of Directors of the Company, unless (i) the Company shall become
subject to a merger, acquisition or other consolidation pursuant to which
the Company is not the surviving party, in which case the current fair
market value of a

share of Common Stock shall be deemed to be the value received by the
holders of the Company's Common Stock for each share of Common Stock
pursuant to the Company's acquisition; or (ii) the Holder shall exercise
its Conversion Right to purchase such shares within 15 days prior to the
closing date of the initial underwritten public offering of the Company's
Common Stock pursuant to a registration statement filed under the Act, in
which case, the fair market value of a share of Common Stock shall be the
price per share at which all registered shares are sold to the public in
such offering. The Company agrees that the shares so converted shall be
deemed to be issued to the Holder hereof as the record owner of such shares
as of the close of business on the date on which this Warrant shall have
been surrendered as aforesaid. In the event of any conversion of this
Warrant, certificates for the shares of stock so converted shall be
delivered promptly to the holder hereof (and, in any event, within 15 days
thereafter) and, unless this Warrant has been fully converted or expired, a
new Warrant representing the portion of the shares, if any, with respect to
which this Warrant shall not then have been converted, shall also be issued
promptly to the holder hereof (and, in any event, within fifteen (15)
days).

4. Stock Fully Paid; Reservation of Shares. All Common Stock which may be
---------------------------------------
issued upon the exercise or conversion of this Warrant will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable, and free from all
taxes, liens and charges with respect to the issue thereof. During the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized, and reserved for the purpose of the
issuance upon exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant. The Company will take all such action
as may be necessary to ensure that such shares of Common Stock will be issued
without violation of any applicable law or regulation or of any requirements of
any domestic securities exchange or quotation system upon which the Common Stock
may be traded; provided, however, that the Company shall not be required to
effect a registration under federal or state securities laws with respect to
such exercise. The Company shall use its best efforts, on and after the date
the Company shall file a registration statement covering the shares of Common
Stock issued upon exercise of this Warrant, to list such shares upon any
securities exchange or quotation system on which the Common Stock is traded.

5. Adjustment of Purchase Price and Number of Shares. The kind of
-------------------------------------------------
securities purchasable upon the exercise of this Warrant, the Warrant Price and
the number of shares purchasable upon exercise of this Warrant shall be subject
to adjustment from time to time upon the occurrence of certain events as
follows:

(a) Reclassification, Consolidation or Merger. In case of any
-----------------------------------------
reclassification, recapitalization, reorganization or change of outstanding
securities of the class issuable upon exercise of this Warrant (other than
a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or in
case of any consolidation or merger of the Company with or into another
corporation, other than a merger with another corporation in which the
Company is a continuing corporation and which does not

result in any reclassification or change of outstanding securities issuable
upon exercise of this Warrant, or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such
successor or purchasing corporation, as the case may be, shall execute a
new Warrant, providing that the Holder of this Warrant shall have the right
to exercise such new Warrant and procure upon such exercise, in lieu of
each share of Common Stock theretofore issuable upon exercise of this
Warrant, the kind and amount of shares of stock, other securities, money
and property receivable upon such reclassification, recapitalization,
reorganization, change, consolidation, or merger by a holder of one share
of Common Stock. Such new Warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 5. No consolidation or merger of the Company with or
into another corporation referred to in the first sentence of this
paragraph (a) shall be consummated unless the successor or purchasing
corporation referred to above shall have agreed to issue a new Warrant as
provided in this Section 5. The provisions of this subsection (a) shall
similarly apply to successive reclassification, changes, consolidations,
mergers and transfers.

(b) Subdivision or Combination of Shares. If the Company at any time
------------------------------------
while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the Warrant Price shall be proportionately
decreased in the case of a subdivision or increased in the case of a
combination.

(c) Stock Dividends. If the Company at any time while this Warrant is
---------------
outstanding and unexpired shall pay a dividend with respect to Common Stock
payable in, or make any other distribution with respect to Common Stock
(except any distribution specifically provided for in the foregoing
subparagraphs (b) or (c)) of, Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of stockholders entitled
to receive such dividend or distribution, to that price determined by
multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (a) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to such
dividend or distribution and (b) the denominator of which shall be the
total number of shares of Common Stock outstanding immediately after such
dividend or distribution.

(d) Cash Dividends and Distributions. If at any time or from time to
--------------------------------
time the holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment therefor, any
cash, stock, other securities or property, the holder hereof shall, upon
the exercise of this Warrant, receive, in addition to the number of shares
of Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of cash, stock, other securities and
property which such holder would have received had he been the holder of
record of such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such cash, stock, other securities
and property.

(e) Adjustment of Number of Shares. Upon each adjustment in the
------------------------------
Warrant Price pursuant to any of Sections 5 (a) through (c), the number of
shares of Common Stock purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of
shares purchasable immediately prior to such adjustment in the Warrant
Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be
the Warrant Price immediately thereafter.

6. Notice of Adjustments. Whenever any Warrant Price shall be
---------------------
adjusted pursuant to Section 5 hereof, the Company shall prepare a certificate
signed by its chief financial officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, the Warrant Price after giving effect to
such adjustment and the number of shares then purchasable upon exercise of this
Warrant, and shall cause copies of such certificate to be mailed (by first class
mail, postage prepaid) to the holder of this Warrant at the address specified in
Section 11(d) hereof, or at such other address as may be provided to the Company
in writing by the holder of this Warrant.

7. Fractional Shares. No fractional shares of Common Stock will be
-----------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
Warrant Price then in effect.

8. Compliance with the Act. The holder of this Warrant, by
-----------------------
acceptance hereof, agrees that this Warrant and the shares of Common Stock to be
issued upon exercise hereof are being acquired for investment for such holder's
own account and not with a view toward distribution thereof, and that it will
not offer, sell or otherwise dispose of this Warrant or any shares of Common
Stock to be issued upon exercise hereof unless this Warrant has been registered
under the Act and applicable state securities laws or registration under
applicable state securities laws is not required and (ii) if reasonably
requested by the Company, an opinion of counsel reasonably satisfactory to the
Company is furnished to the Company to the effect that registration under the
Act is not required.

9. Transfer and Exchange of Warrant.
--------------------------------

(a) Transfer. This Warrant may be transferred to or succeeded by any
person; provided, however, that the Company is given written notice by the
--------- -------
transferee at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which such rights
are being assigned.

(b) Exchange. Subject to compliance with the terms hereof, this
--------
Warrant and all rights hereunder are transferable, in whole or in part, at
the office of the Company by the holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant properly endorsed.
Each taker and holder of this Warrant, by taking or holding the same,
consents and agrees that this Warrant, when endorsed in blank, shall be
deemed negotiable; provided, that the last holder of this Warrant as
--------
registered on the books of the Company may be treated by the

Company and all persons dealing with this Warrant as the absolute owner
hereof for any purposes and as the person entitled to exercise the rights
represented by this Warrant or to transfer hereof on the books of the
Company, any notice to the contrary notwithstanding, unless and until such
holder seeks to transfer registered ownership of this Warrant on the books
of the Company and such transfer is effected.

10. Liquidating Dividends. If the Company pays a dividend or makes a
---------------------
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the holder
of this Warrant, upon the exercise hereof, in addition to the Common Stock
purchased upon such exercise, the Liquidating Dividend which would have been
paid to such holder if he had been the owner of record of such shares of Common
Stock immediately prior to the date on which a record was taken for such
Liquidating Dividend or, if no record was taken, the date as of which the record
holders of Common Stock entitled to such dividends or distribution were
determined.

11. Miscellaneous.
-------------

(a) No Rights as Shareholder. Except as provided in the Agreement, no
------------------------
holder of the Warrant or Warrants shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities
of the Company which may at any time be issuable on the exercise hereof for
any purpose, nor shall anything contained herein be construed to confer
upon the holder of this Warrant, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation,
merger, conveyance or otherwise) or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until the Warrant or
Warrants shall have been exercised and the shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

(b) Replacement. On receipt of evidence reasonably satisfactory to
-----------
the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity
agreement, or bond reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender and cancellation of
this Warrant, the Company, at its expense, will execute and deliver, in
lieu of this Warrant, a new Warrant of like tenor.

(i) the Company shall declare any dividend or distribution
payable to the holders of its Common Stock;

(ii) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation
or merger of the Company with, or sale of all or substantially all of
its assets to, another corporation or business organization in which
the holders of the Company's voting securities before the transaction
beneficially own less than 50% of the voting securities of the
surviving entity; or

(iii) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give the holder
of this Warrant written notice, in the manner set forth in subparagraph (d)
below, of the date on which a record shall be taken for such dividend, or
distribution or for determining stockholders entitled to vote upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up and of the date when any such transaction shall
take place, as the case may be. Such written notice shall be given at least
30 days prior to the transaction in question and not less than 20 days
prior to the record date in respect thereof.

(d) Notice. Any notice given to either party under this Warrant shall
------
be in writing, and any notice hereunder shall be deemed to have been given
upon the earlier of delivery thereof by hand delivery, by courier, or by
standard form of telecommunication or three (3) business days after the
mailing thereof if sent registered mail with postage prepaid, addressed to
the Company at its principal executive offices and to the holder at its
address set forth in the Company's books and records or at such other
address as the holder may have provided to the Company in writing.

(e) No Impairment. The Company will not, by amendment of its
-------------
Certificate of Incorporation or through any reorganization,
recapitalization, reclassification, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions in the
Warrant.

(f) Governing Law. This Warrant shall be governed by and construed
-------------
under the laws of the State of Delaware.

(g) Issue Tax. The issuance of certificates for shares of Common
---------
Stock upon the exercise of the Warrant shall be made without charge to the
holder of the Warrant for any issue tax in respect thereof; provided,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than that of the then holder of the Warrant
being exercised.

(h) Amendments and Waiver. Any term of this Warrant may be amended or
---------------------
waived only with the written consent of the Company and by a majority in
interest of the holders of

outstanding Warrants of the Company issued under the Purchase Agreement
(determined by reference to the number of shares underlying such Warrants).
In the event that such required consent is obtained, such amendment or
waiver shall be binding on the holder of this Warrant, the other Warrants
and such holders' assigns. Any such waiver of a breach of any provision of
this Warrant shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of
this Warrant.

(i) Automatic Conversion. In the event that the holder of this
--------------------
Warrant has not exercised this Warrant or any portion hereof as of the
expiration date hereof and on such date the Warrant Price is less than the
fair market value of the Company's Common Stock, the holder of this Warrant
shall be deemed to have exercised this Warrant in accordance with the
Conversion Right under Section 3(b) as of the date of expiration of the
Warrant.

IN WITNESS WHEREOF, this Warrant is executed as of this 13th day of April, 2000.

Orchid BioSciences, Inc.

By:
---------------------
Xxxxxx X. Xxxxxx
Senior Vice President
& Chief Operating Officer

EXHIBIT 1

NOTICE OF EXERCISE

TO: ORCHID BIOSCIENCES, INC.

1. Check Box that Applies:

__ The undersigned hereby elects to purchase _________ shares of
Common Stock of ORCHID BIOSCIENCES, INC. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full.

__ The undersigned hereby elects to convert the attached warrant
into _________ shares of Common Stock of ORCHID BIOSCIENCES, INC. pursuant to
the terms of the attached Warrant.

2. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

-------------------------------------
(Name)

-------------------------------------

-------------------------------------
(Address)

3. The undersigned represents that the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares.

-------------------------------------
Signature

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EXHIBIT 10.6 CONFIDENTIAL TREATMENT ---------------------- ORCHID BIOSCIENCES, INC. HAS REQUESTED THAT THE MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*]...

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