DISTRIBUTION, DEVELOPMENT & SUPPLY AGREEMENT



        This Distribution, Development & Supply Agreement (this "Agreement"),

dated and effective as of August 6, 2001 (the "Effective Date"), is entered into

by and between LUMINEX CORPORATION, a Delaware corporation with principal

offices at 12212 Technology Boulevard, Austin, Texas 78727 ("LUMINEX"), and

MIRAIBIO, INC., a California corporation with principal offices at 1201 Harbor

Bay Parkway, Suite 150, Alameda, California 94502 ("Mirai").



                                   BACKGROUND



        A.     LUMINEX has developed Beads for detection and quantification of

analytes, either singly or in multiplexed (multiple analytes simultaneously)

form and Luminex Systems for use with such Beads.



        B.     MIRAI provides innovative integrated instrumentation, software

and reagent systems to facilitate scientific research and discovery to its

customers.



        C.     The parties desire that MIRAI distribute Luminex Systems [___]*

and offer service contracts for purchasers, who are customers of MIRAI and its

distributors, of the Luminex Systems.



        D.     The parties desire that MIRAI develop and distribute Kits

incorporating Tests for use within certain Fields.



        E.     The parties desire that MIRAI appoint third party Kit

manufacturers in the territory defined in Section 1.6 below.



        F. The parties previously entered into that certain Distribution

Agreement dated as of August 4, 2000 (the "Prior Agreement"), and desire to

supercede and replace the Prior Agreement in its entirety with this Agreement.



        NOW THEREFORE, for and in consideration of the covenants, conditions,

and undertakings hereinafter set forth, it is agreed by and between the parties

as follows:



                                   ARTICLE 1

                                   DEFINITIONS



        1.1    "Affiliate" means any entity that directly or indirectly owns, is

owned by or is under common ownership with a party hereto, where "owns" or

"ownership" means direct or indirect possession and/or control of at least fifty

percent (50%) of the outstanding voting securities of a corporation or a

comparable equity interest in any other type of entity; provided, that the term

"Affiliate" shall not include Hitachi, Ltd. or any subsidiary of Hitachi Ltd.

(unless such subsidiary is also a subsidiary of Hitachi Software Engineering

Co., Ltd.).



        1.2    "Beads" means LUMINEX's standard fluorescently-dyed microsphere

beads supplied by LUMINEX for use with Luminex Systems and other bead products,

in each case as





                                      -1-

{PAGE}





*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

COMMISSION.



made available by LUMINEX generally to customers. Notwithstanding the foregoing,

"Beads" shall not include any beads that include or incorporate any intellectual

property rights of one or more third parties.



        1.3    "[___]* Instrument Territory" means [___]*.



        1.4 "Bead Specifications" means the specifications for the Beads as

designated by LUMINEX from time to time in writing.



        1.5    "Diagnostic Fields" means the diagnostic fields set forth in

Exhibit F.



        1.6    "Diagnostic Kit Territory" means (i) prior to January 1, 2004,

[__]*, and (ii) thereafter, for each of MIRAI and each Kit Subdistributor, on a

Diagnostic Field by Diagnostic Field basis, each country into which MIRAI or

such Kit Distributor shall have sold an Eligible Kit within the Diagnostic Field

prior to the second anniversary of the Effective Date; provided, however that

the [___]*



1.7    "Eligible Kits" means (i) any Kit developed by MIRAI or its

Affiliates or Third Party Kit Distributors ("Developed Kits") in compliance with

the terms and conditions of this Agreement, and (ii) any other Kit LUMINEX

chooses at its sole option to make available to MIRAI or Third Party Kit

Developers for resale.



        1.8    "End User" shall mean (i) a [___]* consumer of [_____]* Luminex

Systems that obtains: (a) [_____]* solely for internal use or for use with Kits

manufactured by LUMINEX, MIRAI, any Subdistributor or other third party duly

authorized to develop and manufacture Kits, or (b) Luminex Systems for use with

[_____]* for internal use or for use with Kits manufactured by LUMINEX, MIRAI,

any Subdistributor or other third party duly authorized to develop and

manufacture Kits, and in neither clause (a) nor (b) for the purpose(s) of

[_____]*, and (ii) a purchaser or consumer of Kits that obtains Kits for the

purpose of generating Test results on behalf of itself or third parties and not

for the purpose of re-selling the Kit(s).



1.9    "Fields" shall mean the Diagnostic Fields and the Research Field.



1.10   "Included Software" means all software that manipulates,

organizes, compiles, captures, or similarly processes data, from the point of

data entry into the Luminex System to the point of data output from the Luminex

System, including without limitation, digital signal processing software, data

acquisition software, instrument calibration operations software, instrument

control firmware, graphical user interface software components, and print

formatting software features. Also included in this definition of "Included

Software" is all software code exposed to MIRAI through any interface.



1.11 "Intellectual Property Rights" means (i) patent claims to the extent such

claims cover only an apparatus or composition of matter, and not a method or

process; and (ii) copyrights.

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