Technology Access and Collaboration Agreement [Addendum] - Sequenom Inc. and Incyte Genomics Inc.
CONFIDENTIAL
TECHNOLOGY ACCESS AND COLLABORATION
AGREEMENT ADDENDUM
Between and by
SEQUENOM, INC.
("Sequenom")
and
INCYTE GENOMICS, INC.
("Incyte")
This TECHNOLOGY ACCESS AND COLLABORATION AGREEMENT ADDENDUM ("Addendum")
supplements the previously executed TECHNOLOGY ACCESS AND COLLABORATION
AGREEMENT of September 29, 2000 between Sequenom and Incyte.
Whereas, Sequenom and Incyte previously entered into the TECHNOLOGY ACCESS AND
COLLABORATION AGREEMENT of September 29, 2000 (defined as and hereinafter
referred to as "Collaboration Agreement");
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, Incyte and Sequenom (the "Parties") agree as follows:
With reference to section 2.2 of the Collaboration Agreement, the Parties
acknowledge that Sequenom's ability to generate one hundred thousand (100,000)
Assays for Project SNPs is fundamentally dependent on the characteristics of the
SNPs in the isSNP Dataset, as well as Sequenom's assay design efficiency. In
view of this, Incyte and Sequenom agree that under the terms of the
Collaboration Agreement, Sequenom shall not be required to deliver Confirmation
Data for more than a total of [...***...] SNPs in its efforts to produce one
hundred thousand (100,000) Assays for Project SNPs, provided that Sequenom's
[...***...]. Otherwise, Sequenom shall deliver a minimum of [...***...] Assays
under secion 2.2.
Further, Sequenom and Incyte agree to the following valuation for the discrete
Sequenom deliverables under the Collaboration Agreement that are delivered to
Incyte by Sequenom and for which the Incyte Access Fee in section 6.2 of the
Collaboration Agreement is based:
1. Confirmation Data Assays: [...***...] per Assay
2. Frequency Data: [...***...] per Project SNP
3. Morbidity Data: [...***...] per
Project SNP
***Confidential Treatment Requested
1
<PAGE>
The valuation schedule set forth above is estimated based upon [...***...]
Confirmation Data Assays and an approximate [...***...] Project SNP success rate
which will result in Frequency Data and Morbidity Data each being generated for
[...***...]. The Parties further acknowledge and recognize that each discrete
Sequenom deliverable may be provided separately as results are obtained and may
be provided in combination with other deliverables. For the avoidance of doubt,
the Parties contemplate piecemeal delivery of the various Sequenom deliverables
described.
Under no circumstances will Incyte be obligated to pay Sequenom more than
[...***...] for Confirmation Data, Frequency Data and Morbidity Data delivered
under the Collaboration Agreement, or the Addendum.
All definitions of the Collaboration Agreement apply to this Addendum as if
fully set forth herein.
Read, Understood, and Accepted Read, Understood, and Accepted
/s/ Toni Schuh /s/ Roy Whitfield
---------------------------- -------------------------------
SEQUENOM, Inc. Incyte Genomics, Inc.
Toni Schuh Roy Whitfield
President & CEO CEO
Dated:______________________ Dated:_________________________
*** Confidential Treatment Requested
2