25% Uses in NIH Universal Store Clause

NIH Universal Store from Asset Purchase Agreement

This Asset Purchase Agreement is entered into as of October 7, 2005 (the Effective Date), by and between: DISCOVERY PARTNERS INTERNATIONAL, INC., a Delaware corporation (the Seller), and IRORI DISCOVERY, INC., a California corporation (the Purchaser). Certain capitalized terms used in this Agreement are defined in Exhibit A.

NIH Universal Store. Pursuant to the specifications attached hereto as Schedule 4.7, the Purchaser will build and install prior to December 31, 2005 (or such later date as agreed to by the Purchaser and the Seller) and the Seller shall purchase for a purchase price of $1,162,500 (the NIH Purchase Price) the NIH Working Store for the purposes of servicing the small molecule repository for the NIH (the Repository). The Seller shall pay to the Purchaser the NIH Purchase Price as follows: (i) $ 375,000 shall be paid following installation of the basic storage chamber associated with the NIH Working Store; (ii) $375,000 shall be paid following installation of the cherry picking and I/O defrost modules; and (iii) $412,500 shall be paid following acceptance by the Seller of the NIH Working Store. The Purchaser's warranty of the Repository and the terms for any future service contract between the Purchaser and the Seller that relates to the NIH Working Store will be in substantially the same form as the warranty and those terms included in that certain proposed warranty agreement submitted to NIH (including any implied warranties not expressly disclaimed therein) on or about the time of the purchase order of the NIH Working Store by NIH.