Restricted Territory Uses in Compound Storage Business Clause

Compound Storage Business 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.

Compound Storage Business. Upon the Seller's request, the Purchaser shall provide the Seller with a written quotation and terms relating to the Purchaser's compound storage product offerings, provided that, the terms shall, for sales to Seller during the period of 3 years following the Closing Date, be at least as favorable as any terms regularly offered to the Purchaser's other customers and shall, at a minimum, reflect a discount of 25% off of the Purchaser's then-current listed rate. Furthermore, prior to purchasing compound storage product offerings from a third party, the Seller shall first allow the Purchaser to match the rate quoted by such third party, and if the Purchaser matches such third party's rate and agrees to provide the compound storage product offerings on the terms and conditions offered to the Seller by such third party the Seller shall purchase such services from the Purchaser (the Right of First Refusal). The Right of First Refusal shall expire on the date that is three years following the Closing Date.