Preview | Development and Collaboration Agreement |

THIS SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT (this ?Agreement?) is entered into and made on October 9, 2001 (the ?Effective Date?) by and between DELTAGEN, INC. (?DELTAGEN?), a corporation organized and existing under the laws of the state of Delaware and having a principal place of business at 1003 Hamilton Avenue, Menlo Park, California 94025 and HYSEQ, INC. (?HYSEQ?) a corporation incorporated and existing under the laws of the state of Nevada having a principal place of business at 670 Almanor Avenue, Sunnyvale, California 94085-3513. DELTAGEN and HYSEQ are both referred to herein as ?Parties? or each individually, as a ?Party.?

WHEREAS, HYSEQ is in the business of applying its proprietary genomics platform and utilizing its proprietary sequencing-by-hybridization technology to find and develop biopharmaceuticals products and has discovered and identified genes encoding for secreted proteins that may have potential as therapeutic proteins; and

WHEREAS, DELTAGEN possesses certain knowledge and experience in the design, generation, and phenotypic analysis of transgenic animals, including knock-out mice and has technologies useful in determining the in vivo function of mammalian genes; and

WHEREAS, HYSEQ and DELTAGEN each desire, on the terms and conditions contained herein, to collaborate on the discovery, research, development and commercialization of biopharmaceutical products through the analysis and study of human gene sequences provided by HYSEQ; and

WHEREAS, in connection with this collaboration, HYSEQ will contribute, in accordance with the terms and conditions of this Agreement, human gene sequences and a corresponding murine ortholog sequence sufficient for the Steering Committee to designate [***] Project Genes to the collaboration and will grant licenses covering such genes and related technology and derivatives thereof; and

WHEREAS, DELTAGEN will, in accordance with the terms and conditions of this Agreement, create ES cell lines and generate knock-out mice based on [***] Project Genes and

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

their orthologous murine gene sequences, as identified by HYSEQ, and DELTAGEN will study and analyze such knock-out mice to identify secreted proteins for further development and commercialization by the Parties; and

WHEREAS, the Parties shall undertake research and development programs as determined by the Parties on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the amount and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.2 ?Affiliate? means at the time of determination any Person which directly or indirectly is controlled by, controls or is under common control with any Party hereto. ?Control? shall in this context mean ownership of greater than fifty percent (50%) of the voting stock or other interests in the Person in question. In any country of the Territory in which local law prohibits the ownership by DELTAGEN or HYSEQ of greater than fifty percent (50%) of the voting stock or other interests of an entity, the entity shall be deemed an Affiliate of DELTAGEN or HYSEQ, as applicable, if DELTAGEN or HYSEQ owns the maximum percentage permitted by law, as long as such maximum percentage is at least thirty percent (30%).

1.5 ?DELTAGEN Knock-Out Technology? means all Technical Information that is owned or controlled by DELTAGEN as of the Effective Date or developed solely by DELTAGEN during the Term of this Agreement relating to any methods of making, generating, producing, creating, breeding and/or analyzing transgenic animals, including Knockout Mice, or libraries, clones, plasmids, constructs and vectors used in such methods (including ES cell lines and frozen sperm).

1.6 ?Derivative Protein? means (i) any fragment of a Secreted Protein, or (ii) any altered form of a Secreted Protein or a fragment thereof, including amino acid substitutions, additions, deletions, and C- and N-terminal fusions.

1.7 ?Derived? or ?derived? means obtained, developed, created, tested, identified, discovered, synthesized, designed, derived or resulting from, based upon or otherwise generated (whether directly or indirectly, or in whole or in part), and anything so derived shall be referred to herein as ?derivatives.?

1.10 ?FTE? means the equivalent of one person with at least a bachelor?s degree providing scientific, pre-clinical, clinical trial, or regulatory work on a full-time basis (i.e., no less than a total of [***] hours per calendar year, prorated in the case of a partial calendar year). Any FTE charge for the FTEs dedicated to the applicable matter shall be the number of hours each FTE of a Party directly spent on the applicable matter billed at a rate equal to the cost incurred by such Party for such FTE, but not exceeding [***] per calendar year, which rate includes salary and benefits.