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Purchase and License Agreement - Specialty Laboratories and Sequenom Inc.

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                                  CONFIDENTIAL


                         PURCHASE AND LICENSE AGREEMENT

This PURCHASE AND LICENSE AGREEMENT (the "Agreement") effective as of the last
date of execution below (the "Effective Date") is made by and between Specialty
Laboratories (hereinafter referred to as "SPECIALTY"), a California corporation
having its principal place of business at 2211 Michigan Avenue, Santa Monica,
California 90404 and Sequenom, Inc., a Delaware corporation having its principal
place of business at 11555 Sorrento Valley Road, San Diego, California 92121
(hereinafter referred to as "SEQUENOM").

                                    RECITALS

WHEREAS, SEQUENOM has expertise in the development and utilization of mass
spectrometry for biopolymer analysis, and expertise in biopolymer assay design
(MassARRAY(TM)Assays), and more specifically, has developed SEQUENOM's
proprietary MassARRAY(TM) technology for high-throughput DNA analysis
(hereinafter "MassARRAY");

WHEREAS, SPECIALTY desires to purchase certain MassARRAY Products (as
hereinafter defined) from SEQUENOM to be used for SPECIALTY's Internal Research
Purposes (as hereinafter defined), and Commercial Diagnostics Services (as
hereinafter defined) and also desires that SEQUENOM design MassARRAY Assays (as
hereinafter defined) for SPECIALTY, for these Purposes and Services;

WHEREAS, SEQUENOM is willing to supply MassARRAY Products and to design
MassARRAY Assays for SPECIALTY in accordance with the terms and conditions set
forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, SPECIALTY and SEQUENOM (each a "party" and collectively the "parties")
agree as follows:

                            ARTICLE 1.  DEFINITIONS

1.1  "Affiliate" shall mean with respect to either party, a person or entity,
     including without limiting the generality of the foregoing, organizations,
     corporations, partnerships and joint ventures, that directly or indirectly
     through one or more intermediaries, controls, is controlled by or is under
     common control with such person or entity. "Control" (and, with correlative
     meanings, the term "controlled by" and "under common control with") means
     the possession of the power to direct or cause the direction of the
     management and policies of such person or entity, whether through the
     ownership of voting stock, by contract or otherwise. In the case of a
     corporation, "control" shall mean, among other things, the direct or
     indirect ownership of fifty percent (50%) or more of its outstanding voting
     stock.

1.2  "Commercial Diagnostics Services" shall mean developing, validating and
     performing in-house genotyping services in conjunction with a clinical
     diagnostic test to detect known disease mutations or known prognostic
     polymorphisms for specialty customers.
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1.3  "Element" shall mean the SpectroCHIP(TM)technology, and the Reaction
     Components B, as set forth in Appendix B, required for the MassARRAY System
     to produce a mass spectrum from the reaction products located at a single
     defined area (a.k.a. "Position") located on the SpectroCHIP, **************
     ***************************************************************************
     **************************************************************************.
     By way of example, for the 96-D SpectroCHIP, each SpectroCHIP contains
     ninety six (96) Positions, so that for the MassARRAY System processing a
     SpectroCHIP that has a biopolymer sample *******************************,
     ninety six (96) Elements are used and consumed under this definition.

1.4  "Exclusive Rights" means rights to the exclusion of SEQUENOM.

1.5  "Internal Research Purposes" shall mean purposes and activities within
     SPECIALTY that are limited to research and development activities involving
     discovery, testing, confirming or validating SNP Associations. Internal
     Research Purposes does not mean and is not meant to include activities
     performed under grant money, funding, and non-funding arrangements with
     third party companies, enterprises, or institutions (for example, but not
     limited to pharmaceutical research or manufacturing organizations) under
     which results, products, or information from such activities are to be
     provided to the third party.

1.6  "MassARRAY Assay" or "Assay" shall mean an assay for the purpose of
     genotyping a particular Proprietary SNP or Non-proprietary SNP or a group
     of more than one Proprietary or Non-Proprietary SNPs, and that may be used
     with MassARRAY Products for performing MassEXTEND(TM)Methods and Processes.

1.7  "MassARRAY Products" shall mean the MassARRAY System (as described in
     Appendix A hereto), the MassARRAY Kit (as described in Appendix B hereto),
     and the additional MassARRAY Consumables (as described in Appendix C
     hereto).

1.8  "MassEXTEND(TM) Methods and Processes" shall mean SEQUENOM's proprietary
     MassEXTEND(TM) reactions claimed under Patent Rights including United
     States Patent Application Serial No. *********, related applications, and
     foreign equivalents thereof.

1.9  "Net Revenue" means the amount invoiced by SPECIALTY to its customers for a
     SPECIALTY Product or Service (i) less cash discounts and/or quantity
     discounts allowed, (ii) less sales and use taxes, duties or other
     government tariffs and other similar taxes incurred and government mandated
     rebates, (iii) less accruals for estimated contract rebates, bid rebates,
     Medicaid rebates and any other similar rebates as SPECIALTY may be required
     to pay from time to time, and (iv) in the event that SPECIALTY must make
     royalty payments to third parties under licenses for any patents that are
     necessary (in the reasonable judgment of SPECIALTY) to develop, make, have
     made, use, sell, have sold or import a SPECIALTY Product or Service (a
     "Third Party Royalty"), then less such Third Party Royalty, provided that
     in no event shall such reduction for Third Party Royalties be collectively,
     in the aggregate, more than ***** of the amount invoiced by

                                       2
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                                 CONFIDENTIAL

      SPECIALTY for such SPECIALTY Product or Service. All of the foregoing
      shall be determined in accordance with standard accounting methods.

1.10  "Non-proprietary SNP" shall mean a SNP that is not claimed under Patent
      Rights of SPECIALTY and that is not Confidential Information of SPECIALTY.

1.11  "Patent Rights" shall mean ownership of or license rights to (i) any
      United States, or foreign patent application, (ii) any issued United
      States or foreign patent and (iii) any continuation, continuation-in-part,
      divisional, reissue, re-examination, renewal, substitution, addition,
      extension, supplementary protection certificate or foreign counterpart
      thereof of any of the foregoing.

1.12  "Proprietary SNP" shall mean a SNP that is claimed under Patent Rights of
      SPECIALTY or that is Confidential Information of SPECIALTY.

1.13  "SEQUENOM Know-How" shall mean any and all proprietary data, information,
      know-how, inventions, trade secrets, copyrights, regulatory submissions or
      other intellectual property of any kind, other than Patent Rights, owned
      or controlled by SEQUENOM as of the Effective Date or during the term of
      this Agreement.

1.14  "SNP" shall mean a single nucleotide polymorphism.

1.15  "SNP Association" shall mean an association between one or more SNPs and a
      phenotype, including but not limited to the presence of, or susceptibility
      for, any disease or condition in humans, or response to a drug.

1.16  "SPECIALTY Product or Service" means a tangible or intangible item,
      information, services, or any combination thereof that SPECIALTY sells,
      offers for sale, or otherwise provides to a customer that incorporates,
      utilizes, or is generated from the use of, a MassARRAY Assay.

1.17  "Territory" means the United States.

                 ARTICLE 2.  PURCHASING, ORDERS, AND REQUESTS
                           FOR ASSAY DESIGN SERVICES

2.1   SPECIALTY agrees to purchase MassARRAY Products as identified in
      Appendices A and B, and optionally those provided in Appendix C, and
      SEQUENOM agrees to sell and deliver MassARRAY Products to SPECIALTY . Such
      purchase, sale, and delivery shall be under the terms of this Agreement.

2.2   This Agreement contains the exclusive terms and conditions which apply to
      all purchases of MassARRAY Products, notwithstanding any acknowledgment or
      other business forms ("forms" meaning and including SPECIALTY purchase
      orders) transmitted by SEQUENOM or SPECIALTY. All orders for MassARRAY
      Products must reference this

                                       3
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                                 CONFIDENTIAL

      Agreement and all SEQUENOM and SPECIALTY acknowledgments and transmittals
      will reference this Agreement and the applicable SPECIALTY purchase order.

2.3   This Agreement does not constitute a purchase order. Purchases hereunder
      shall be made utilizing SPECIALTY's written purchase orders issued by
      SPECIALTY.

2.4   All orders for MassARRAY Products must specify delivery within ninety (90)
      days from the order date. All orders are subject to acceptance by
      SEQUENOM, such acceptance not to be unreasonably withheld, and to product
      availability. All orders accepted by SEQUENOM are firm and non-cancelable
      and SEQUENOM shall use its best efforts to fill such orders within ninety
      (90) days from the order date.

2.5   SPECIALTY will use its best efforts to supply SEQUENOM with a forecast of
      its intended purchases on at least a quarterly basis, and SEQUENOM shall
      use its best efforts to meet such forecast.

2.6   When requested by SPECIALTY, SEQUENOM agrees to design MassARRAY Assays to
      be used by SPECIALTY subject to the pricing and other limitations set
      forth in Articles 4 and 5 below. SPECIALTY shall request a group of
      MassARRAY Assays at a time, with the number of Assays in such group to be
      mutually agreed upon by the parties, and SPECIALTY shall provide SEQUENOM
      with the identity of, known alleles of, and local sequence information
      surrounding the SNPs to be genotyped with the MassARRAY Assays. A
      MassARRAY Assay includes the nucleotide sequence information of the
      amplification and extension primers, as well as allele-specific mass
      values, that are necessary for performing the Assay. Physical samples of
      primers in aliquot form and/or validation of a MassARRAY Assay will only
      be provided by SEQUENOM at SPECIALTY's additional expense and subject to
      the agreement of and at a price to be determined by the parties. SPECIALTY
      will be responsible for and bear all of the costs associated with
      purchasing and performing quality control experiments on all MassARRAY
      Assays that it uses or plans to use, and will bear the complete cost and
      responsibility and provide all resources and documentation necessary for
      compliance with CLIA guidelines and requirements.

2.7   In consideration for the pricing, fees, royalties, and license rights set
      forth in Articles 4 and 5, SPECIALTY has agreed, to use its best
      commercial efforts to utilize MassARRAY Assays for all of the clinical
      diagnostic areas of interest identified in Appendix D.

                ARTICLE 3.  DELIVERY, SHIPMENT AND RISK OF LOSS

3.1   Delivery of MassARRAY Products is subject to acceptance of the order by
      SEQUENOM, such acceptance not to be unreasonably withheld and to product
      availability, and to SEQUENOM's lead times which may change from time to
      time.

3.2   SEQUENOM will ship according to SEQUENOM's standard commercial practice.
      All shipments by SEQUENOM shall be FOB SEQUENOM's point of manufacture in
      the United States. Title to and risk of loss for the MassARRAY Products
      shall pass to

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                                 CONFIDENTIAL

      SPECIALTY upon delivery by SEQUENOM to a carrier designated by SPECIALTY
      or selected by SEQUENOM if SPECIALTY does not designate a carrier. Special
      packing or shipping instructions requested by SPECIALTY must be agreed to
      by SEQUENOM in writing, and any charges will be billed to SPECIALTY.

                      ARTICLE 4.  PRICE AND PAYMENT TERMS

4.1   MassARRAY System Price. SPECIALTY agrees to purchase one MassARRAY System
      ----------------------
      (as set forth in Appendix A) for which SPECIALTY has agreed to pay
      *********** *******************************. Payment will be made to
      SEQUENOM within thirty (30) days of execution of this Agreement. Payment
      must be received by SEQUENOM prior to delivery and installation of the
      MassARRAY System. Delivery and installation of the MassArray system to
      occur within ninety (90) days of execution of this agreement.

4.2   Upgrade.  SEQUENOM agrees to upgrade, ************to SPECIALTY the
      -------
      MassARRAY System purchased by SPECIALTY pursuant to section 4.1 to provide
      a capacity for simultaneously processing three hundred eighty four (384)
      samples after such upgrade becomes commercially available and agrees that
      such upgrade shall include replacement of components of the MassARRAY
      System installed at SPECIALTY if necessary to achieve such capacity.
      Further, if a technology is made commercially available by SEQUENOM for
      upgrading or replacing its present nanoliter transfer device
      configuration, SEQUENOM will provide SPECIALTY will ****************credit
      toward the list purchase price of an upgraded or replacement nanoliter
      transfer device in exchange for return of the present transfer device
      configuration. In addition, subject to mutual agreement of the parties,
      SPECIALTY will be considered and may be included as a beta test site for
      the introduction of new products by SEQUENOM.

4.3   MassARRAY Kit Price.  The price of a MassARRAY Kit is *******************
      -------------------
      *****************. This price for the MassARRAY Kit is based upon a fee of
      *** *********************** per Element. This price is for the MassARRAY
      Kit set forth in Appendix B, each Kit including a ten (10) chip 384-D
      SpectroCHIP(TM) pack, wherein each SpectroCHIP(TM) chip contains three-
      hundred eighty four (384) Positions. Until the 384-D SpectroCHIP becomes
      available, SEQUENOM will sell SPECIALTY MassARRAY Kits that include a ten
      (10) chip 96-D SpectroCHIP(TM) pack, wherein each SpectroCHIP(TM) chip
      contains ninety six (96) Positions, for a price of ***************
      **************************. This price for MassARRAY Kits having the ten
      (10) chip 96-D SpectroCHIP(TM) pack is based upon the same fee of
      ****************** ******* per Element. Should the parties agree to extend
      this Agreement beyond its two (2) year duration, SEQUENOM reserves the
      right to adjust the price for its MassARRAY Kits at its option, but not
      above fair market price. Payments for the MassARRAY Kits will be due
      thirty (30) days from the date of shipment. Upon shipment of MassARRAY
      Kits, SEQUENOM will submit an invoice reflecting an invoice number, date,
      remit to address, purchase order number, quantity ordered, unit price, and
      any applicable tax and shipping and handling charges. The configuration of
      the MassARRAY Kit may change and/or be improved from time to time and may
      or may not be accompanied by a change

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                                 CONFIDENTIAL

      in purchase price, although the fees per Element agreed to will not
      increase during the two (2) year duration of this Agreement .

4.4   Additional MassARRAY Consumables.  Current prices for additional MassARRAY
      --------------------------------
      Consumables used in performing SEQUENOM's proprietary MassEXTEND Methods
      and Processes are shown in Appendix C and may also be purchased by
      SPECIALTY at its option, subject to the same terms and conditions of this
      Agreement that apply to MassARRAY Kits. These additional MassARRAY
      Consumables include reagents required for DNA extraction, preparation and
      amplification; enzyme and nucleotide mixes required for the MassEXTEND
      reaction; and positive controls.

4.5   Sales Tax.  For all purchases, SEQUENOM will add to the purchase price,
      ---------
      applicable sales tax for all shipments to California and Massachusetts
      destinations.

4.6   SEQUENOM MassARRAY Assay Design Services. SEQUENOM will design and develop
      ----------------------------------------
      MassARRAY Assays requested by SPECIALTY, subject to the provisions below,
      for an Assay Fee according to the following schedule:

                           in silico MassARRAY Assays
                           --------------------------

     4.6.1  MassARRAY Assays for Non-Proprietary SNPs will be provided in
            silico, in either monoplex or biplex formats, without validation, by
            SEQUENOM to SPECIALTY, **************.

     4.6.2  MassARRAY Assays for Proprietary SNPs that SPECIALTY will maintain
            Exclusive Rights to, will be provided in silico, in either monoplex
            or biplex formats, without validation, by SEQUENOM to SPECIALTY for
            an Assay Fee of ************** per Assay. Should SPECIALTY request
            an in silico MassARRAY Assay for a Proprietary SNP and should
            SPECIALTY also be willing to permit SEQUENOM to sell or otherwise
            provide the same MassARRAY Assay to other SEQUENOM customers,
            SEQUENOM will design (in either a monoplex or biplex format) the
            MassARRAY Assay, without validation, and provide the Assay to
            SPECIALTY, *********.

                           Validated MassARRAY Assays
                           --------------------------

     4.6.3  For Non-Proprietary SNPs, SEQUENOM will design (in either a monoplex
            or biplex format) and validate MassARRAY Assays and provide the
            Assays to SPECIALTY for an Assay Fee of ********************* per
            Assay.

     4.6.4  For Proprietary SNPs that SPECIALTY will maintain Exclusive Rights
            to, SEQUENOM will design (in either a monoplex or biplex format) and
            validate MassARRAY Assays and provide the Assays to SPECIALTY for an
            Assay Fee of ************************* per Assay. Should SPECIALTY
            request a MassARRAY Assay for a Proprietary SNP and should SPECIALTY
            also be willing to permit SEQUENOM to sell or otherwise provide the
            same

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            MassARRAY Assay to other SEQUENOM customers, SEQUENOM will design
            (in either a monoplex or biplex format) and validate the MassARRAY
            Assay and provide the Assay to SPECIALTY for an Assay Fee of
            **************** per Assay.

     4.6.5  For any and all Proprietary SNPs that SPECIALTY will maintain
            Exclusive Rights to, SPECIALTY will specifically identify such
            Proprietary SNPs to SEQUENOM in writing prior to the performance of
            any Assay Design Services by SEQUENOM.

     4.6.6  For any Assays (in silico or validated) requested by SPECIALTY to be
            provided in a format other than in a monoplex or biplex format, the
            Assay Fee will be determined by Sequenom on a case by case basis.
            Further, while SEQUENOM will use commercially reasonable efforts to
            provide MassARRAY Assays requested by SPECIALTY, depending upon the
            Assay complexity, as well as operational, administrative, technical,
            and biological limitations that may exist, SEQUENOM reserves the
            right to refuse Assay Design Services under appropriate
            circumstances upon notice to SPECIALTY of the same.

                       ARTICLE 5.  LICENSE AND ROYALTIES

5.1  With the purchase of MassARRAY Kits, SEQUENOM grants SPECIALTY a non-
     exclusive, limited right to use, without the right to sublicense or
     otherwise permit third parties to use, the MassARRAY Kits, in conjunction
     with the MassARRAY System, for the defined Internal Research Purposes,
     within the Territory. The MassARRAY Kits provided under this Agreement may
     be used in performing SEQUENOM's proprietary MassEXTEND(TM) Methods and
     Processes claimed under Patent Rights including United States Patent
     Application Serial No. *********, related applications, and foreign
     equivalent Patent Rights. The pricing of the MassARRAY Kit set forth in
     section 4.3 includes a prepaid royalty in consideration for which SEQUENOM
     grants SPECIALTY a non-exclusive right, without transfer or sublicense
     rights, under United States Patent Application Serial No. *********, and
     related applications, and SEQUENOM Know-How, to use the MassARRAY Kits to
     perform SEQUENOM's proprietary MassEXTEND(TM) Methods and Processes, such
     right granted being limited to the number of Elements provided per
     MassARRAY Kit purchased, and such right granted being limited to use by
     SPECIALTY for the defined Internal Research Purposes, in the Territory.

5.2  MassARRAY Assays

     5.2.1  MassARRAY Assays Designed and Developed by SEQUENOM
     -----  ---------------------------------------------------

            For MassARRAY Assays designed and developed solely by SEQUENOM for
            either Non-Proprietary SNPs or for Proprietary SNPs that SPECIALTY
            will not maintain Exclusive Rights to, SEQUENOM hereby grants
            SPECIALTY a ********* license, without sublicense or transfer
            rights, to use MassARRAY

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            Assays designed and developed by SEQUENOM in conjunction with the
            MassARRAY Products and MassEXTEND Methods and Processes, for
            SPECIALTY's Commercial Diagnostics Services, in the Territory, in
            consideration for a royalty payment to SEQUENOM of ************** of
            Net Revenues associated with such Commercial Diagnostics Services.

            For MassARRAY Assays designed and developed by SEQUENOM (for
            Proprietary SNPs that SPECIALTY will maintain Exclusive Rights to) a
            separate license agreement for Commercial Diagnostics Services will
            be negotiated in good faith based upon factors including MassARRAY
            Assay and MassARRAY Product volume commitments by SPECIALTY and a
            time limited period of exclusivity, in exchange for a royalty
            payment to SEQUENOM, all to be negotiated hereafter.

     5.2.2  MassARRAY Assays Designed and Developed by SPECIALTY
     -----  ----------------------------------------------------

            For MassARRAY Assays designed and developed solely by SPECIALTY,
            SEQUENOM hereby grants SPECIALTY a ********* license, without
            sublicense or transfer rights, to use MassARRAY Products and
            MassEXTEND Methods and Processes in conjunction with the MassARRAY
            Assays designed and developed by SPECIALTY for SPECIALTY's
            Commercial Diagnostics Services, in the Territory, in consideration
            for a royalty payment to SEQUENOM of ************** of Net Revenues
            associated with such Commercial Diagnostics Services.

     5.2.3  MassARRAY Assays Jointly Designed and Developed by SEQUENOM and
     -----  ---------------------------------------------------------------
            SPECIALTY
            ---------

            For MassARRAY Assays jointly designed and developed by SEQUENOM and
            SPECIALTY, SEQUENOM hereby grants SPECIALTY ********* license,
            ************************ from Assay validation, without sublicense
            or transfer rights, to use MassARRAY Assays jointly designed and
            developed by SEQUENOM and SPECIALTY in conjunction with the
            MassARRAY Products and MassEXTEND Methods and Processes, for
            SPECIALTY's Commercial Diagnostics Services, in the Territory, in
            consideration for a royalty payment to SEQUENOM of ************* of
            Net Revenues associated with such Commercial Diagnostics Services.
            ************************* *********,SPECIALTY is granted *********
            license without sublicense or transfer rights, to use MassARRAY
            Assays jointly designed and developed by SEQUENOM and SPECIALTY in
            conjunction with the MassARRAY Products and MassEXTEND Methods and
            Processes, for SPECIALTY's Commercial Diagnostics Services, in the
            Territory, in consideration for a royalty payment to SEQUENOM of
            **************** of Net Revenues associated with such Commercial
            Diagnostics Services.

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                                 CONFIDENTIAL

     5.2.4  Unaffected Rights of SEQUENOM
     ------------------------------------

            Further, nothing in this Agreement is meant to prevent SEQUENOM or
            other SEQUENOM customers from developing, using, and selling new
            MassARRAY Assays based on independently discovered SNPs (or other
            form of marker) associated with one or more of the areas identified
            in Appendix D provided that such development, use, or sale is not
            based upon any Confidential Information of SPECIALTY.

5.3  The purchase price and royalty terms agreed to under Article 4 and this
     Article 5 of this Agreement, are based upon the parties' mutual
     understanding of the restrictions and limited rights placed on SPECIALTY's
     use of MassARRAY Products and MassARRAY Assays provided for under this
     Article. Any other uses of the MassARRAY Products and Assays, and any terms
     and conditions related thereto, must be agreed to, in writing, by the
     parties. With the exception of the rights granted under this Article 5, no
     other right or license is granted to SPECIALTY either directly, indirectly,
     by implication, estoppel, or otherwise by SEQUENOM under this limited
     grant.

5.4  Except as otherwise expressly provided in this Agreement, under no
     circumstances shall a party hereto, as a result of this Agreement, obtain
     any ownership interest in or other right to any technology, know-how,
     Patent Rights, data, products, or biological materials of the other party,
     including items owned, controlled or developed by the other party, or
     transferred by the other party to said party, at any time pursuant to this
     Agreement. Any compounds, technology or know-how derived, developed or
     acquired by either party independent of this Agreement or Confidential
     Information derived from this Agreement shall be the property of such
     party.

5.5  Both parties recognize that an opportunity exists for co-branding and co-
     marketing of MassARRAY Assays and MassARRAY Assay design services. The
     parties agree to cooperate when it is deemed appropriate in the business
     judgment of both parties, on a case by case basis, to employ co-branding
     and/or joint marketing programs in order to maximize investment return for
     each party.

                  ARTICLE 6.  ROYALTY PAYMENTS AND ACCOUNTING

6.1  Royalty Payments/Reports.  Payments of royalties to SEQUENOM under Article
     ------------------------
     5.2 based upon Net Revenues will be made on a monthly basis and within
     thirty (30) days of the close of each calendar month. With each monthly
     payment, SPECIALTY shall provide SEQUENOM with a written report setting
     forth sufficient information to verify Net Revenues received by SPECIALTY.

6.2  Audits. SPECIALTY shall keep true and accurate books of account and records
     ------
     in sufficient detail to properly determine the amounts payable to SEQUENOM
     under this Agreement. SPECIALTY shall keep such books and records for at
     least three (3) years following the termination or expiration of this
     Agreement, and shall make available such books and records for inspection
     during such three (3) year period by a certified public

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     accountant retained by SEQUENOM for such purpose, solely for the purpose of
     verifying the amount of Net Revenues hereunder. Such inspections may be
     made no more than once in any six (6) month period, at reasonable times
     mutually agreed upon by the parties after at least five (5) days written
     notice to SPECIALTY. The certified public accountant shall, execute a
     reasonable confidentiality agreement prior to commencing any such
     inspection.

6.3  Costs.  Inspections conducted under Section 6.2 shall be shall be at the
     -----
     expense of SEQUENOM, unless an underpayment of at least ************* of
     the amount due for the audited period is established in the course of any
     such inspection, whereupon all reasonable costs relating to such inspection
     shall be paid by SPECIALTY.

                       ARTICLE 7.  TERM AND TERMINATION

7.1  The term of this Agreement will be from the Effective Date and will
     continue for a period of two (2) years, unless terminated by a party or the
     parties under one of the provisions of this Article 7. Upon written notice
     provided at least ninety (90) days before the end of the initial term of
     this Agreement, SPECIALTY may elect at its option to renew this Agreement
     for an additional two (2) year term.

7.2  This Agreement shall terminate upon written notice by one party to the
     other party in the event the other party shall become insolvent, asks its
     creditors for a moratorium, files a bankruptcy petition, or suffers
     appointment of a temporary or permanent receiver, trustee, or custodian,
     for all or a substantial portion of its assets.

7.3  Either party may terminate this Agreement for default by the other party in
     performing any of its material obligations under this Agreement by
     notifying the other party in writing of such default and allowing the other
     party thirty (30) days within which to cure such default, unless the
     default is the failure to pay money, in which case the defaulting party
     shall have only ten (10) business days to cure such default after receiving
     written notice of non-payment. If such default is not cured within thirty
     (30) days from receipt of such notice of default (or ten (10) business days
     in the case of non-payment of money owed), the non-defaulting party may
     terminate this Agreement by written notice to the defaulting party.

7.4  Effect of Expiration or Termination of Agreement.  Within thirty (30) days
     ------------------------------------------------
     after expiration or termination under this Article 7, each party shall
     return to the other party or destroy any and all Confidential Information
     provided by the other party pursuant to this Agreement according to section
     11.3. SPECIALTY shall have the right to use all MassARRAY Kits for which
     SPECIALTY has paid and are in SPECIALTY's possession at the time of
     termination, and the licenses granted SPECIALTY pursuant to sections 5.1
     and 5.2 shall continue until all such MassARRAY Kits are used. Except to
     the extent expressly provided to the contrary, the rights and obligations
     of the parties pursuant to Articles 4.1, 4.3, 4.5, 6.1, 6.2, 6.3, 11, 12
     and 14.14 shall survive the expiration or termination of this Agreement.
     Any and all rights of SEQUENOM to purchase price and royalty payments
     accrued through expiration or termination as well as obligations of the

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                                 CONFIDENTIAL

     parties under firm orders for purchase and delivery of MassARRAY Products
     at the time of such expiration or termination shall remain in effect,
     except that SEQUENOM will have no obligation to sell and deliver MassARRAY
     Products that have delivery dates more than three (3) months after the date
     of termination, and in the case of termination under sections 7.2 or 7.3,
     the terminating party has discretion in electing whether obligations under
     firm orders will remain in effect.

                    ARTICLE 8.  INSTALLATION AND ACCEPTANCE

8.1  Installation of the MassARRAY System by SEQUENOM at a location designated
     by SPECIALTY is included in the price under sections 4.1 and 4.2. SEQUENOM
     shall install the MassARRAY System in accordance with SEQUENOM's standard
     installation practice and will use commercially reasonable efforts to
     schedule and complete installation in a timely fashion. SPECIALTY and
     SEQUENOM will cooperate with each other to coordinate the installation
     effort.

8.2  Installation shall be complete, and acceptance by SPECIALTY shall occur,
     when the MassARRAY System passes SEQUENOM's standard installation and test
     procedures. In the event the MassARRAY System delivered will not pass
     SEQUENOM's standard installation and test procedures, SEQUENOM will use
     reasonable commercial efforts to make the necessary adjustments and/or to
     replace the MassARRAY System in whole or in part until the MassARRAY System
     performs as intended and passes such tests.

                             ARTICLE 9.  TRAINING

9.1  Included in the price under sections 4.1 and 4.2, SEQUENOM will train
     designated SPECIALTY employees in the installation, use, and routine
     maintenance of the MassARRAY Products in accord with SEQUENOM's standard
     training program. SPECIALTY may request from time to time, due to
     additional instrument purchases, employee changes, increased use, or
     otherwise, additional training as the need arises. SEQUENOM will provide
     additional training according to a mutually convenient schedule and at a
     price to be mutually agreed.

                   ARTICLE 10.  REPRESENTATIONS AND WARRANTY

10.1  Representations, Warranties and Covenants of SPECIALTY.  SPECIALTY
      ------------------------------------------------------
      represents and warrants to and covenants with SEQUENOM that:

          (a)  SPECIALTY is a corporation duly organized, validly existing and
               in corporate good standing under the laws of California;

          (b)  SPECIALTY has the legal right, authority and power to enter into
               this Agreement;

          (c)  SPECIALTY has taken all necessary action to authorize the
               execution, delivery and performance of this Agreement;

                                       11
<PAGE>

                                 CONFIDENTIAL

          (d)  upon the execution and delivery of this Agreement, this Agreement
               shall constitute a valid and binding obligation of SPECIALTY
               enforceable in accordance with its terms, except as
               enforceability may be limited by applicable bankruptcy,
               insolvency, reorganization, moratorium or similar laws affecting
               creditors' and contracting parties' rights generally and except
               as enforceability may be subject to general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding in equity or at law); and

          (e)  the performance of its obligations under this Agreement will not
               conflict with its charter documents or result in a breach of any
               agreements, contracts or other arrangements to which it is a
               party.

10.2  Representations, Warranties and Covenants of SEQUENOM.  SEQUENOM
      -----------------------------------------------------
      represents and warrants to and covenants with SPECIALTY that:

          (a)  SEQUENOM, Inc. is a corporation duly organized, validly existing
               and in corporate good standing under the laws of Delaware, United
               States;

          (b)  SEQUENOM has the legal right, authority and power to enter into
               this Agreement;

          (c)  SEQUENOM has taken all necessary action to authorize the
               execution, delivery and performance of this Agreement;

          (d)  upon the execution and delivery of this Agreement, this Agreement
               shall constitute a valid and binding obligation of SEQUENOM
               enforceable in accordance with its terms, except as
               enforceability may be limited by applicable bankruptcy,
               insolvency, reorganization, moratorium or similar laws affecting
               creditors' and contracting parties' rights generally and except
               as enforceability may be subject to general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding in equity or at law); and

          (e)  the performance of its obligations under this Agreement will not
               conflict with its charter documents or result in a breach of any
               agreements, contracts or other arrangements to which it is a
               party.

10.3  Limited Warranty Relating to MassARRAY Products.  SEQUENOM warrants that
      -----------------------------------------------
      the MassARRAY System will be free from defects in materials and
      workmanship and will conform to SEQUENOM's current specifications, or as
      amended in the future by mutual written agreement of the parties, and
      perform accordingly, from the time of installation and for a period of at
      least one (1) year thereafter, so long as the MassARRAY System remains
      unchanged and in the original condition supplied by SEQUENOM. SEQUENOM
      warrants that the MassARRAY Kits will be free from defects in materials
      and workmanship and will conform to SEQUENOM's specifications and perform
      accordingly, for a period of at least two (2) months from the date of
      shipment, so long as the MassARRAY Kits are stored according to
      specifications, and remain unchanged and

                                       12
<PAGE>

                                 CONFIDENTIAL


            in the original condition supplied by SEQUENOM. The foregoing
            warranty does not include periodic maintenance or calibration
            recommended for some MassARRAY Products. This warranty does not
            apply to defects resulting from improper or inadequate maintenance
            or calibration by SPECIALTY; defects resulting from hardware,
            software, interfacing, or supplies provided by parties other than
            SEQUENOM; defects resulting from unauthorized modification,
            maintenance, or repair, or improper use or operation outside of
            SEQUENOM's specifications for the MassARRAY Products or by personnel
            not authorized by SEQUENOM, and; defects resulting from abuse,
            negligence, accident, loss or damage in transit. In addition, this
            warranty does not apply to damage due to (1) environmental
            conditions at the site of installation; (2) operator failure to
            perform standard operating procedures and routine maintenance as
            prescribed in the operator manuals; (3) moving (by other than
            SEQUENOM authorized personnel) the MassARRAY System from its
            installed location; (4) exposure of the MassARRAY Products to Bio-
            Safety Level 3 or 4 (as defined by the United States Occupational
            Health and Safety Administration) agents; or (5) exposure to
            radioactivity.

            10.3.1  SEQUENOM's sole obligation and liability for any breach of
                    the limited warranty set forth herein shall be at SEQUENOM's
                    sole discretion and option: (1) to replace the MassARRAY
                    Products, in whole or in part, provided that SPECIALTY
                    notifies SEQUENOM of the defects, SEQUENOM directs SPECIALTY
                    to return the defective MassARRAY Products to SEQUENOM and
                    SPECIALTY returns the MassARRAY Products as directed, at
                    SEQUENOM's expense; or (2) to repair (and recalibrate as
                    necessitated by repair) the MassARRAY Products in whole or
                    in part. MassARRAY Products may not be returned to SEQUENOM
                    under any circumstances without SEQUENOM's prior
                    authorization. Except as provided in Article 12, SEQUENOM
                    shall not be liable, to any extent whatsoever, for any
                    damages resulting from or arising out of the use or
                    performance of the MassARRAY Products provided under this
                    Agreement, regardless of foreseeability or the form of the
                    cause of action, whether in contract, breach of warranty,
                    tort (including negligence, strict liability, or otherwise),
                    and including but not limited to damages resulting from loss
                    of data, loss of anticipated profits or revenue, or any
                    special, direct, indirect, incidental or consequential
                    damages.

            10.3.2  The limited warranty set forth herein states SEQUENOM's sole
                    and exclusive responsibility with respect to any alleged
                    breach of this limited warranty. Except as provided herein,
                    the MassARRAY Products are provided without warranty of any
                    kind or nature. SEQUENOM does not warrant, guarantee, or
                    make any representations regarding the use or the results of
                    the use, of the MassARRAY Products in terms of correctness,
                    accuracy, reliability, or otherwise. SPECIALTY assumes the
                    entire risk as to the results and performance of the
                    MassARRAY Products. The foregoing warranty is exclusive and
                    is made in lieu of and to the exclusion of any other
                    warranties, whether oral or written, express or implied,
                    direct, indirect, by estoppel or otherwise, or created by
                    the Uniform Commercial Code or the usage in the industry or
                    the course of dealings of the parties, as to any

                                       13
<PAGE>

                                 CONFIDENTIAL


                    matter whatsoever, including but not limited to those
                    concerning merchantability or fitness for a particular
                    purpose.

                          ARTICLE 11. CONFIDENTIALITY

     11.1   For the purpose of this Agreement, Confidential Information means
            all information, data, and material, labeled or otherwise designated
            or identified as confidential by SEQUENOM or by SPECIALTY or their
            Affiliates.

            11.1.1  All information relating to SEQUENOM's MassARRAY Products
                    including but not limited to, price, quantity, discount,
                    delivery schedule, improvements, standard operating
                    procedure documents, operation manuals, schematics, design
                    specifications, manufacturing and related specifications, is
                    hereby designated as SEQUENOM's Confidential Information.
                    SEQUENOM agrees that it will, in writing, clearly identify
                    as confidential, any and all additional information that it
                    provides to SPECIALTY that it considers to be the
                    Confidential Information of SEQUENOM.

            11.1.2  SPECIALTY agrees that it will, in writing, clearly identify
                    as confidential, any and all SNPs and any other information
                    that it provides to SEQUENOM and that it considers to be the
                    Confidential Information of SPECIALTY.

     11.2  Each party may use the other party's Confidential Information only
           for the purpose of performing under this Agreement. All Confidential
           Information remains the sole property of the disclosing party. Upon
           termination or expiration of this Agreement, all materials and all
           copies of all materials containing Confidential Information,
           including but not limited to papers, books, logs, correspondence and
           records, in any form, whether written, typed, electronic, videotape,
           audiotape, etc., shall be returned to the disclosing party within
           thirty (30) days of the termination or expiration of this Agreement,
           except that each party may retain a single copy of the other party's
           Confidential Information solely for the purpose of ensuring
           compliance under this Agreement.

     11.3  Except as expressly provided herein, SEQUENOM and SPECIALTY
           Affiliates, officers, employees, agents, consultants, and authorized
           representatives (a) shall hold in strict confidence all Confidential
           Information from the other party or any of its Affiliates, officers,
           employees, agents or representatives and (b) shall not distribute,
           disclose or disseminate such Confidential Information to any third
           party without the prior written approval of the other party (that is,
           the original disclosing party).

     11.4  For purposes of this section, information will not be considered to
           be Confidential Information of a party if the information:

           (i)  was lawfully in the receiving party's possession prior to
                disclosure under this Agreement and was not acquired directly or
                indirectly from the disclosing party; or

                                       14
<PAGE>

                                 CONFIDENTIAL


           (ii)   was, at the date of disclosure by the disclosing party, public
                  knowledge; or subsequently becomes public knowledge other than
                  through the failure of the receiving party to comply with its
                  obligations of confidentiality under the terms of this
                  Agreement; or

           (iii)  was or is acquired by the receiving party from any third party
                  lawfully having possession of such information and who is not
                  under an obligation of confidentiality to the disclosing
                  party; or

           (iv)   was or becomes independently known by the receiving party
                  without utilizing information provided by the disclosing party
                  and wherein such independent knowledge is supported in
                  contemporaneously written and dated documentation of the
                  receiving party; or

           (v)    is required to be disclosed, retained, or maintained by either
                  party, by applicable law or regulation or under the rules of
                  any regulatory or governmental authority, provided however
                  that each party shall immediately notify the other party in
                  writing of such required disclosure and must provide such
                  notice at least thirty (30) days prior to the date when
                  disclosure is proposed to take place, and provided that the
                  party or third party required to make disclosure shall use its
                  best efforts to secure confidential treatment of any such
                  information required to be disclosed.

     11.5  The parties hereto understand and agree that remedies at law may be
           inadequate to protect against any breach of any of the provisions of
           this Article 11 by either party or their Affiliates, employees,
           agents, officers or directors or any other person acting in concert
           with it or on its behalf. Accordingly, each party shall be entitled
           to the granting of injunctive relief by a court of competent
           jurisdiction against any action that constitutes any such breach of
           this Article 11.

     11.6  Either party may publish or present data and/or results generated
           under this Agreement, provided that, the proposed disclosure shall be
           subject to the prior review by the other party solely to determine
           (i) whether the proposed disclosure contains the Confidential
           Information of the other party, (ii) whether the information
           contained in the proposed disclosure should be the subject of a
           patent application prior to such disclosure or (iii) whether the
           disclosure would be adverse to the business interests of the other
           party. Each party shall provide the other party with the opportunity
           to review any proposed abstract, manuscript or presentation by
           delivering a copy thereof to the other party no less than thirty (30)
           days before its intended submission for publication or presentation.
           The other party shall have thirty (30) days from its receipt of any
           such abstract, manuscript or presentation in which to notify the
           party in writing of any specific objections to the disclosure. In the
           event a party objects to the disclosure, the other party agrees not
           to submit the publication or make the presentation containing the
           objected-to information until the party is given a reasonable
           additional period of time (not to exceed an additional thirty (30)
           days) to seek patent protection for any material in the disclosure
           which it believes is patentable or, in the case of Confidential
           Information, to allow the party to delete any Confidential
           Information of the other party from the proposed disclosure.

                                       15
<PAGE>

                                 CONFIDENTIAL

           Each party agrees to delete from the proposed disclosure any
           Confidential Information or information that would be adverse to the
           business interests of the other party upon request.

     11.7  The provisions of Article 11 shall survive any termination or
           expiration of this Agreement and continue in perpetuity thereafter.


                         ARTICLE 12.  INDEMNIFICATION

     12.1  In the event of an accusation, claim or lawsuit brought by a third
           party for infringement of a patent, copyright, or other proprietary
           right of a third party, based upon SPECIALTY's use of the MassARRAY
           Products or use of MassEXTEND(TM) Methods and Processes in accordance
           with the product information, notices, and instructions for use
           provided therewith, SEQUENOM shall use its reasonable efforts to
           procure for SPECIALTY the right to continue such use, or if unable to
           procure such continued use, then SEQUENOM shall use its reasonable
           efforts to provide a substitute, non-infringing product which
           provides substantially the same results. Further, SEQUENOM shall
           defend the accusation, claim or lawsuit and indemnify SPECIALTY for
           any damages which may be awarded, provided that SPECIALTY (1) provide
           prompt written notice of the accusation, claim or lawsuit to
           SEQUENOM; (2) authorize and provide SEQUENOM with complete control of
           the defense of the accusation, claim or lawsuit and any and all
           settlements, negotiations, compromises, and discussions thereof; (3)
           cooperate fully with SEQUENOM and provide SEQUENOM with such
           reasonable assistance, as SEQUENOM may request in the defense of such
           accusation, claim or lawsuit; and (4) make no statements or
           admissions directly or indirectly related to the MassARRAY Products,
           MassEXTEND(TM) Methods and Processes, or intellectual property
           related to the accusation, claim, or lawsuit, or the merits or lack
           of merit of any accusation, claim, or lawsuit, without the express
           written permission of SEQUENOM. Nothing in this provision shall be
           construed to prevent SPECIALTY from participating in (but not
           controlling) the defense of any such action, with its counsel and at
           its own expense.

     12.2  SPECIALTY IS HEREBY PUT ON NOTICE THAT SEQUENOM'S MASSARRAY PRODUCTS
           AND MassEXTEND(TM) METHODS AND PROCESSES HAVE NOT BEEN SUBJECTED TO
           REGULATORY REVIEW OR APPROVED BY THE FEDERAL FOOD AND DRUG
           ADMINISTRATION OR ANY OTHER UNITED STATES GOVERNMENTAL AGENCY OR
           ENTITY, AND HAVE NOT BEEN APPROVED FOR CLIA COMPLIANCE, OR OTHERWISE
           APPROVED UNDER ANY STATUTE, RULE, LAW, OR REGULATION, FOR ANY
           PURPOSE, RESEARCH, COMMERCIAL, DIAGNOSTIC, OR OTHERWISE. In the event
           of an accusation, claim or lawsuit brought by a third party against
           SEQUENOM, based upon SPECIALTY's Commercial Diagnostics Services or a
           SPECIALTY Product or Service, SPECIALTY shall defend the accusation,
           claim or lawsuit and indemnify and hold harmless SEQUENOM for any and
           all damages and attorneys' fees which may be awarded, provided that
           SEQUENOM (1) provide prompt written notice of the accusation, claim
           or lawsuit to SPECIALTY; (2) authorize and provide SPECIALTY with
           complete control of the defense of the accusation, claim or lawsuit
           and any and all settlements,

                                       16
<PAGE>

                                 CONFIDENTIAL

           negotiations, compromises, and discussions thereof; (3) cooperate
           fully with SPECIALTY and provide SPECIALTY with such reasonable
           assistance, as SPECIALTY may request in the defense of such
           accusation, claim or lawsuit; and (4) make no statements or
           admissions directly or indirectly related to the Commercial
           Diagnostics Services or SPECIALTY Product or Service, or the merits
           or lack of merit of any accusation, claim, or lawsuit, without the
           express written permission of SPECIALTY. Nothing in this provision
           shall be construed to prevent SEQUENOM from participating in (but not
           controlling) the defense of any such action, with its counsel and at
           its own expense.


                             ARTICLE 13.  NOTICES

     13.1  All notices and requests required or authorized hereunder shall be
           given in writing either by personal delivery; by registered or
           certified mail, return receipt requested; or by confirmed facsimile
           followed by first class mail or express delivery. Such notice shall
           be deemed to have been given upon such date that it is so personally
           delivered; the date three (3) days after it is deposited in the mail;
           or the date the same is received by the receiving party's fax
           machine, irrespective of the date appearing therein.

           If to SPECIALTY:                       If to SEQUENOM:

           Specialty Laboratories                 SEQUENOM, Inc.
           Attention:  Paul Beyer                 Attention:  President & CEO
           2211 Michigan Avenue                   11555 Sorrento Valley Road
           Santa Monica, California 90404         San Diego, CA 92121-1331
           Tel: (805) 501-9252                    Tel: (858) 350-0345
           Fax: (310) 828-5173                    Fax: (858) 350-0344


                                                       and a copy to:


                                                  SEQUENOM, Inc.
                                                  Attention:  Corporate Counsel
                                                  11555 Sorrento Valley Road
                                                  San Diego, CA 92121-1331
                                                  Tel: (858) 350-0345
                                                  Fax: (858) 350-0620


                             ARTICLE 14.  GENERAL

     14.1  Force Majeure. Except with respect to the payment of money, neither
           -------------
           party shall be liable for any failure or delay in its performance
           under this Agreement due to causes, including, but not limited to,
           acts of God, acts of civil or military authority, fires, epidemics,
           floods, earthquakes, riots, wars, sabotage, labor shortages or
           disputes, and governmental actions, which are beyond its reasonable
           control; provided that the delayed party: (i) gives the other party
           written notice of such cause and (ii) uses its reasonable efforts to
           correct such failure or delay in its performance. The delayed party's
           time for

                                       17
<PAGE>

                                 CONFIDENTIAL

            performance or cure under this section 14.1 shall be extended for a
            period equal to the duration of the cause.

     14.2   Relationship of Parties. The parties to this Agreement are
            -----------------------
            independent contractors. Neither party nor their respective
            Affiliates, employees, consultants, contractors or agents, are
            Affiliates, agents, employees, joint ventures of the other, nor do
            they have any authority to bind the other by contract or otherwise
            to any obligation. Neither party will represent anything to the
            contrary, either expressly, implicitly, by appearance or otherwise.

     14.3   Assignment. The parties may not assign this Agreement in whole or in
            ----------
            part without the consent of the other, except if such assignment
            occurs in connection with the sale or transfer of all or
            substantially all of the assets of a party to which the subject
            matter of this Agreement pertains.

     14.4   Successors in Interest. Subject to section 14.3, the rights and
            ----------------------
            liabilities of the parties hereto will bind and inure to the benefit
            of their respective successors, executors and administrators, as the
            case may be.

     14.5   Applicable Law. This Agreement shall be governed by and construed in
            --------------
            accordance with the laws of California, U.S., exclusive of its
            conflicts of law rules.

     14.6   Severability. If for any reason a court of competent jurisdiction
            ------------
            finds any provision of this Agreement, or portion thereof, to be
            unenforceable, that provision of the Agreement shall be enforced to
            the maximum extent permissible so as to effect the intent of the
            parties, and the remainder of this Agreement shall continue in full
            force and effect.

     14.7   No Waiver. Failure by either party to enforce any term, provision,
            ---------
            or condition of this Agreement shall not be deemed a waiver of
            future enforcement of that or any other term, provision, or
            condition. No waiver of a term, provision, or condition of this
            Agreement in any one or more instances, whether by context,
            implication, express, or otherwise, shall be construed to be a
            further or continuing waiver of such term, provision, or condition.

     14.8   Counterparts. This Agreement may be executed in one or more
            ------------
            counterparts, each of which will be deemed an original, but all of
            which will constitute but one and the same instrument.

     14.9   Facsimile Copies. For purposes of this Agreement, a signed facsimile
            ----------------
            copy shall have the same force and effect as an original signed
            Agreement.

     14.10  Complete Agreement. This Agreement, including all Appendices,
            ------------------
            constitutes the entire agreement between the parties with respect to
            the subject matter hereof, and supersedes and replaces all prior or
            contemporaneous understandings or agreements, written or oral,
            regarding such subject matter. No amendment to or modification of
            this Agreement shall

                                       18
<PAGE>

                                 CONFIDENTIAL


            be binding unless in writing and signed by a duly authorized
            representative of both parties.

     14.11  Third Party Beneficiaries. Except as specifically set forth herein,
            -------------------------
            no third party beneficiary rights are conferred or are intended to
            be conferred by this Agreement.

     14.12  Headings. Headings in this Agreement are for convenience only, and
            --------
            shall not be used to and shall not affect the meaning or
            interpretation of this Agreement.

     14.13  Construction. This Agreement shall not be strictly construed against
            ------------
            any party hereto, regardless of which party, or how much a party,
            contributed to the drafting of the Agreement.

     14.14  Public Announcements. Any announcements or similar publicity with
            --------------------
            respect to the execution of this Agreement shall be agreed upon
            among the parties in advance of such announcement. The parties
            understand that this Agreement is likely to be of significant
            interest to investors, analysts and others, and that any of the
            parties therefore may make such public announcements with respect
            thereto, provided that the disclosing party has complied with the
            conditions of this section 14.14. The parties agree that any such
            announcement will not contain Confidential business or technical
            Information and, if disclosure of Confidential business or technical
            Information is required by law or regulation, the disclosing party
            will use its best efforts to minimize such disclosure and obtain
            Confidential treatment for any such information which is disclosed
            to a governmental agency or group. Each party agrees to provide to
            the other party a copy of any public announcement as soon as
            reasonably practicable under the circumstances prior to its
            scheduled release. Each party shall provide the other with an
            advance copy of any press release at least ten (10) business days
            prior to the scheduled disclosure. Each party shall have the right
            to expeditiously review and recommend changes to any announcement
            regarding this Agreement or the subject matter of this Agreement.
            Except as otherwise required by law, the party whose press release
            has been reviewed shall remove any information the reviewing party
            reasonably deems to be inappropriate for disclosure.

     14.15  Conflicts. In the event that a conflict arises between this
            ---------
            Agreement and any work order, purchase order, billing statement, or
            invoice related to the purchase of and right to use MassARRAY(TM)
            Products, this Agreement will govern and the conflicting terms,
            provisions, and conditions of any such other documents shall be
            deemed nonexistent, and shall not be binding upon either party.

                                       19
<PAGE>

                                 CONFIDENTIAL


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first indicated above.


SPECIALTY LABORATORIES                  SEQUENOM, Inc.


By:/s/ Paul Beyer                       By:/s/ Steve Zaniboni
   -------------------                     ---------------------------
Name:  Paul Beyer                       Name:  Steve Zaniboni
Title: President                        Title: Chief Financial Officer
Date:  6/19/00                          Date:  6/20/00

                                       20
<PAGE>

                                 CONFIDENTIAL


                                  APPENDIX A



                            MassARRAY(TM) System

SpectroREADER(TM), high-speed mass spectrometer for separation, detection and
characterization of the analyte molecules from a miniaturized array; configured
with a workstation and post processing software

SpectroJET(TM), 4-Channel, v1.1, dispenser for nanoliter sample transfer,
equipped with:

     .    SPIP Micropump with 800 nl chamber volume
     .    droplet volume range of 0.5-2 nl
     .    CV*2% dispensing precision of the pump
     .    0.1 mm precision of x/y positioning stage
     .    maximum speed of 41.9 cm/sec
     .    PC, controller software

SpectroPREP(TM) Automated Multipipettor including:

     .    96-channel automated pipettor
     .    pipetting volume range of 2-200 il
     .    magnetic lifter for bead separation
     .    six position workdeck
     .    PC, controller software

SpectroTYPER(TM) Workstation for automated genotype calling and data management

     .    Workstation (hardware)
     .    SpectroTYPER(TM) software
     .    Oracle database with a license for up to five (5) users, for single
          location use

*  means Less than.

                                     A-1
<PAGE>

                                 CONFIDENTIAL


                                  APPENDIX B


                                MassARRAY(TM) Kit



---------------------------------------------------------------------------------------------------------------
Kit                 Storage                     Components                          Quantity        Dilutions
Package              Temp.
---------------------------------------------------------------------------------------------------------------
                                                                                       

Reaction            2-8(degree) C           Beads                                   16 mL              none
Components                                  Binding Buffer                          60 mL              1:3 &
B                                           Denaturation Solution                   60 mL           undiluted
                                            Wash & Conditioning Buffer            2 x 60 mL            1:10
                                            Recovery Solution                       60 mL              1:10
                                            Calibrant                                                  1:10

---------------------------------------------------------------------------------------------------------------

SpectroCHIP(TM)     15-25(degree)  C        384-D Spectro CHIP(TM) (96-D            10                 n/a
 Pack                                    Spectro CHIP(TM) will be
                                            supplied unitl 384-D available)
---------------------------------------------------------------------------------------------------------------



                                      B-1
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                                 CONFIDENTIAL

                                  APPENDIX C




----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
         MassArray                                         Item                                               Price
        Enzyme Pack         ------------------------------------------------------------------------------------------------
                                  MassEXTEND Enzyme                                                                $ *******
                            ------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
         MassArray                                         Item                                               Price
         Positive           ------------------------------------------------------------------------------------------------
       Control Pack               MassEXTEND Template                                                              $ *******
                            ------------------------------------------------------------------------------------------------
                                  MassEXTEND Primer
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
         MassArray                                         Item                                               Price
    Nucleotide Uni-Mix      ------------------------------------------------------------------------------------------------
          Pack                    EXTEND Mix 1 - ddATP/dCTP/dGTP/dTTP                                              $ *******
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 2 - ddCTP/dATP/dGTP/dTTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 3 - ddGTP/dATP/dCTP/dTTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 4 - ddTTP/dATP/dCTP/dGTP
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
         MassArray                                         Item                                               Price
     Nucleotide Di-Mix      ------------------------------------------------------------------------------------------------
           Pack                   EXTEND Mix 5 - ddATP/ddCTP/dGTP/dTTP                                             $ *******
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 6 - ddATP/ddGTP/dCTP/dTTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 7 - ddATP/ddTTP/dCTP/dGTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 8 - ddCTP/ddGTP/dATP/dTTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 9 - ddCTP/ddTTP/dATP/dGTP
                            ------------------------------------------------------------------------------------------------
                                  EXTEND Mix 10 - ddGTP/ddTTP/dATP/dCTP
----------------------------------------------------------------------------------------------------------------------------
       MassArray                                           Item                                               Price
  Nucleotide Tri-Mix        ------------------------------------------------------------------------------------------------
         Pack
                                EXTEND Mix 11 - ddATP/ddCTP/ddGTP/dTTP                                             $ *******
                            ------------------------------------------------------------------------------------------------
                                EXTEND Mix 12 - ddATP/ddCTP/ddTTP/dGTP
                            ------------------------------------------------------------------------------------------------
                                EXTEND Mix 13 - ddATP/ddGTP/ddTTP/dCTP
                            ------------------------------------------------------------------------------------------------
                                EXTEND Mix 14 - ddCTP/ddGTP/ddTTP/dATP
---------------------------------------------------------------------------------------------------------------------------


                                      C-1
<PAGE>

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                                  CONFIDENTIAL




                                   APPENDIX D



                                      ***

                                      D-1