FOURTH AMENDMENT TO

                  TECHNOLOGY DEVELOPMENT AND SERVICES AGREEMENT





            This Fourth Amendment to Technology Development and Services

Agreement (this "Amendment") is made and entered into as of March 31, 2002 by

and between Lynx Therapeutics, Inc., a Delaware corporation, and its

majority-owned subsidiaries (including Spectragen, Inc.) (collectively, "Lynx"),

and Aventis CropScience GmbH, a German corporation ("CropScience" and, formerly,

"AgrEvo").



                                    RECITALS



            A. The parties hereto (or their predecessors) previously entered

into that certain Technology Development and Services Agreement dated as of

October 2, 1995, as amended by the First Amendment to Technology Development and

Services Agreement dated as of September 1, 1997, as further amended by the

Amended and Restated First Amendment to Technology Development and Services

dated as of May 1, 1998, the Second Amendment to Technology Development and

Services Agreement dated as of March 1, 1999, the Third Amendment to Technology

Development and Services Agreement dated as of December 1, 1999 (the "Third

Amendment"), the letter agreement dated March 16, 2001, the letter agreement

dated November 8, 2001 and the letter agreement dated December 13, 2001

(collectively, as amended, the "Original Agreement").



            B. The Original Agreement [ * ] its subscription pursuant to Section

2.4. of the Original Agreement.



            C. Pursuant to the Original Agreement, the parties jointly developed

certain technologies for use in identifying (among other things) whether [ * ].



            D. The parties desire to create a Fourth Amendment to Technology

Development and Services Agreement to extend the term of the Original Agreement

and incorporate certain terms and conditions relating to the new technology, all

as described more fully herein.



                                    AGREEMENT



            NOW, THEREFORE, in consideration of the foregoing premises and the

covenants and promises contained in this Agreement, the parties hereby agree as

follows:



      1. [ * ] Technology. The Original Agreement shall be amended by adding new

Sections 1.7, 1.8 and 1.9 as follows:







{PAGE}



            1.7 "[ * ] Technology" means a Megasort based assay of a [ * ],

      which shall have such performance characteristics as identified from time

      to time by the JRC, as well as any additional technology arising out of

      performance under the [ * ] Development Plan.



            1.8 "[ * ] Development Plan" means the science plan agreed upon by

      CropScience and approved by Lynx relating to the joint development of the

      [ * ] Technology, pursuant to which the [ * ] Technology will be developed

      within [ * ] from the date of execution of this Amendment.



            1.9 "Product Launch" means such time as the JRC determines the [ * ]

      Technology may be offered commercially to the public market.



            1.10 "Net Profits" shall mean Net Sales or Revenues less: Cost of

      Sales or Revenues; and marketing, selling and general and administrative

      expenses directly related or appropriately allocable to generating Net

      Sales or Revenues.



            1.11 "Net Sales" or "Revenues" shall mean gross sales or revenues

      received by Lynx Therapeutics, Inc. and/or its divisions, affiliates,

      business units, subsidiaries and sublicensees from: (i) the sale of

      products using or incorporating the [ * ] Technology; and/or from (ii)

      licensing-out the [ * ] Technology; and/or from (iii) the services

      provided by Lynx to third parties by making use of the [ * ] Technology

      sold in arm's length transactions with unaffiliated third parties in the

      ordinary course of business, after deduction of the following items: (a)

      trade, cash and quantity discounts or rebates actually allowed or taken;

      (b) credits or allowances given or made for rejection or return of

      previously sold products or for retroactive price reductions; (c) any tax

      or government charge (other than an income tax) levied on the sale,

      transportation or delivery of products and borne by the seller thereof;

      (d) and charges for freight and insurance directly related to distribution

      of the products or provision of services. Net sales shall not include

      sales or transfers of the product or service between Lynx and its

      divisions, affiliates, business units, subsidiaries and sublicensees

      unless such sale is considered a final sale of such product or service



            1.12 "Cost of Sales or Revenues" shall mean the sum of (a) the costs

      of goods produced and/or services performed, determined in accordance with

      generally accepted accounting principles in the United States as applied

      by Lynx, including but not limited to costs of direct labor, direct

      materials, and other direct items, as well as allocable overhead; and (b)

      any reasonable royalties due to third parties with respect to licensed-in

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC