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                JOINT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT


This Joint Development and Commercialization Agreement ("Agreement") dated as of
the 16th day of July, 2001 ("Effective Date") is by and between deCODE GENETICS,
ehf., an Icelandic corporation, located at Hlioarsmari 15, 200 Kopavogur,
Iceland ("deCODE"), and PE CORPORATION (NY), a New York corporation, through its
Applied Biosystems Group, located at 850 Lincoln Centre Drive, Foster City, CA
94404 ("ABG").

                                   BACKGROUND

         A.       ABG has certain skills, proprietary technology and know-how
related to the development of bioanalytical instrumentation systems including
associated software and reagents, and the marketing, sales and support of
products incorporating such systems.

         B.       deCODE has certain skills, proprietary technology and know-how
related to the operation and management of large scale genotyping facilities,
including particular expertise in the development of software to manage and
analyze data generated by such facilities.

         C.       deCODE and ABG desire to form a joint development and
commercialization program with the objective of developing and commercializing
software products for the collection, organization and analysis of genotyping
information subject to the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, do hereby agree as follows:

                                    AGREEMENT

1.       DEFINITIONS

         1.1      "ABG Instrumentation" means instrumentation developed or
                  marketed by ABG.

         1.2      "ABG API" means APIs provided to deCODE by ABG that provide
                  access to the functional capabilities within ABG software,
                  including, but not limited to, the ABG LIMS System, which is
                  necessary to access data necessary for the operation of a
                  Collaboration Product, including, but not limited to: sample
                  management, container management, location management,
                  genotype marker management, genotype assay management, and
                  genotype results management.


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         1.3      "ABG LIMS System" means LIMS systems developed or marketed by
                  ABG, including but not limited to SQL*LIMS, SQL*GT, and Life
                  Science LIMS.

         1.4      "Administration Cost" means salaries and overhead of general
                  management, finance, human resources, and legal functions as
                  calculated as a percentage of sales based on the current
                  fiscal year allocations using a Party's customary practices
                  and procedures in accordance with United States generally
                  accepted accounting principles ("GAAP").

         1.5      "Affiliate" means

                  (A)      an organization of which 50% or more of the voting
                           stock or participating profit interest is controlled
                           or owned directly or indirectly by either Party;

                  (B)      an organization that directly or indirectly owns or
                           controls 50% or more of the voting stock of a Party;

                  (C)      an organization, the majority ownership of which is
                           directly or indirectly common to the majority
                           ownership of either Party; or

                  (D)      an organization under (A), (B), or (C) immediately
                           above in which the amount of the ownership is less
                           than 50% and that amount is the maximum amount
                           permitted by law.

         1.6      "Algorithm Development" means the invention or refinement of
                  logical operations (numeric, textual, graphic, or otherwise)
                  into a form expressable in the form of software code.

         1.7      "API" means an application programming interface through which
                  multiple elements of software (e.g., Components) can
                  communicate, exchange information, and work together,
                  including a documented description of the use of the API and
                  the behavior of the multi-element system when the API is
                  invoked.

         1.8      "Background ABG Intellectual Property" means all Intellectual
                  Property Rights that (A) are owned by, either partially or
                  wholly, or licensed to, or otherwise controlled by, ABG as of
                  the Effective Date; or (B) become owned by, either partially
                  or wholly, or licensed to, or otherwise controlled by, ABG,
                  during the term of this Agreement, but that do not arise out
                  of work performed under this Agreement, and which relate to
                  ABG LIMS Systems used in the Genotyping Field; provided,
                  however, this definition expressly excludes any Intellectual
                  Property Rights relating to instrumentation or reagents..


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         1.9      "Background deCODE Intellectual Property" means all
                  Intellectual Property Rights that (A) are owned by, either
                  partially or wholly, or licensed to, or otherwise controlled
                  by, deCODE as of the Effective Date, which relate to the
                  Genotyping Field; or (B) become owned by, either partially or
                  wholly, or licensed to, or otherwise controlled by, deCODE,
                  during the term of this Agreement, but that do not arise out
                  of work performed under this Agreement and which relate to the
                  Genotyping Field.

         1.10     "Collaboration ABG Intellectual Property" means all
                  Intellectual Property Rights arising out of work performed
                  under this Agreement that are conceived solely by one or more
                  employees or agents of ABG or its Affiliates.

         1.11     "Collaboration deCODE Intellectual Property" means all
                  Intellectual Property Rights arising out of work performed
                  under this Agreement that are conceived solely by one or more
                  employees or agents of deCODE or its Affiliates.

         1.12     "Collaboration Joint Intellectual Property" means all
                  Intellectual Property Rights arising out of work performed
                  under this Agreement, that are jointly conceived by one or
                  more employees or agents of deCODE or its Affiliates, and by
                  one or more employees or agents of ABG or its Affiliates.

         1.13     "Collaboration Product" means products developed under the
                  Joint Development Program and incorporating Existing deCODE
                  Genotyping Software or New deCODE Genotyping Software for use
                  in the Genotyping Field in conjunction with ABG APIs and other
                  ABG software, including any Improvement Product developed
                  pursuant to Section 3.5.

         1.14     "Collaboration Profit" means [CONFIDENTIAL TREATMENT
                  REQUESTED] provided however, in no event will the deductions
                  for [CONFIDENTIAL TREATMENT REQUESTED] For avoidance of doubt,
                  Development Funding paid to deCODE by ABG pursuant to Sections
                  3.9 and 5.1 will not be deducted from Collaboration Revenue
                  for purposes of computing Collaboration Profit.

         1.15     "Collaboration Revenue" means all revenue received by ABG in
                  connection with the sale of a software product incorporating a
                  Collaboration Product, including software, informatics
                  services, and informatics support, including revenues
                  collected under Software Maintenance Plans and Custom
                  Maintenance Plans. Collaboration Revenue would exclude any
                  revenues received by ABG as a result of the sale by ABG of
                  instrument or reagent products.


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         1.16     "Componentization" means the separation and isolation of
                  elements of a larger software system into discrete and
                  separately deployable units. These Components may be dependent
                  on other Components or applications for data, but the
                  Components do not make assumptions about the specific source
                  of these data, so long as the data are formatted properly
                  according to the Component's APIs.

         1.17     "Components" shall have the meaning set forth at Exhibit A.

         1.18     "Confidential Information" means confidential knowledge,
                  know-how, practices, processes, equipment, software,
                  algorithms and formulas, sources codes, product designs,
                  sales, cost and other financial statements and financial
                  projections; product development and business plans, marketing
                  and distribution plans or other information that:

                  (A)      is disclosed by a Party in a tangible form and is
                           clearly labeled as confidential or proprietary at the
                           time of disclosure; or,

                  (B)      is disclosed by a Party in nontangible form, and is
                           summarized in a writing that is delivered to the
                           other Party within 30 days after disclosure; or,

                  (C)      is disclosed by a Party under circumstances in which
                           a reasonable person would understand that such
                           information is confidential and proprietary to the
                           disclosing Party.

                  Notwithstanding (A), (B), and (C) immediately above,
                  Confidential Information will not include, and nothing in
                  Section 8 will in any way restrict the rights of either deCODE
                  or ABG to use, disclose or otherwise deal with, any
                  information that:

                  (A)      was in the public domain as of the Effective Date or
                           comes into the public domain during the term of this
                           Agreement through no act of the receiving Party; or,

                  (B)      was independently known to the receiving Party prior
                           to the receipt thereof, or made available to the
                           receiving Party as a matter of lawful right by a
                           third party; or,


                  (C)      is independently conceived, invented or acquired by
                           the receiving Party by persons who were not exposed
                           to the information; or

                  (D)      subject to Section 8.8, is required to be disclosed
                           by law, court order, or other legal processes .


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         1.19     "Content Associated Software" means software developed or sold
                  by deCODE, including Collaboration Product, that is designed
                  for, and promoted for, and capable of, use only with deCODE
                  Content, either alone or in conjunction with third-party data
                  or publicly available data, but shall not include any such
                  software solely for use with third-party data or publicly
                  available data.

         1.20     "Cost of Goods Sold" means the total cost of producing a
                  product including material, labor and overhead, any associated
                  royalty expense, and costs to distribute the product to a
                  customer as determined using a Party's customary practices and
                  procedures in accordance with GAAP.

         1.21     "CPI-U" shall have the meaning assigned to such term in
                  Section 2.1.2.

         1.22     "Custom Maintenance Plan" means a Software Maintenance Plan
                  which has been specifically designed and developed for an
                  individual customer.

         1.23     "deCODE Content" means data sets, databases and other
                  compilations of genotyping information and data developed,
                  created or acquired by deCODE, either internally or by or from
                  third parties and to which deCODE has the right to use.

         1.24     "Development Funding" means the amount to be paid by ABG to
                  deCODE for the development and commercialization of
                  Collaboration Products during the initial 3 year Exclusive
                  Period. In addition, in the event that the Exclusive Period is
                  extended by the Parties, such Development Funding shall
                  continue to be paid by ABG to deCODE at deCODE's then current
                  rate, which shall be no lower than [CONFIDENTIAL TREATMENT
                  REQUESTED] per annum plus any inflation allowance based on 4
                  FTEs as provided in Section 2.1.2.

         1.25     "Exclusive Period" means the period beginning on the earlier
                  of (A) 6 months following the Effective Date or (B) the first
                  commercial sale of a Collaboration Product, and ending 3 years
                  later; provided, however, the Exclusive Period may be extended
                  as set forth at Section 2.1.2.

         1.26     "Existing deCODE Genotyping Software" means the software
                  Components listed on Exhibit A prior to their
                  Componentization.

         1.27     "Full-Time Equivalent" or "FTE" means full-time employee
                  having the appropriate skill and experience to conduct a
                  specified activity and who is dedicated to the conduct of the
                  specified activity or, in the case of less than full-time
                  dedication, a full-time equivalent person-year, based on a
                  total of forty-five (45) weeks or one thousand six hundred
                  eighty eight (1,688) hours per year, of work on or directly
                  related to the specified activity.


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         1.28     "Genotyping Field" means activities directed to generating,
                  editing and analyzing markers from an individual's DNA, RNA,
                  or other molecular representation of an individual's genotype,
                  but excluding gene expression studies.

         1.29     "Golden Master" means the final version of a software product
                  in installable form on a specific physical medium (e.g., a
                  CD).

         1.30     "Improvement Product" means an updated or enhanced version of
                  a Collaboration Product deemed by ABG, in consultation with
                  deCODE, to be reasonably necessary to maintain the commercial
                  viability of the Collaboration Product during the
                  Non-Exclusive Period.

         1.31     "Improvement Product Profit" means [CONFIDENTIAL TREATMENT
                  REQUESTED] in connection with the sale or support of an
                  Improvement Product to a third party (i) less trade, cash and
                  quantity discounts, if any, actually allowed, amounts refunded
                  for faulty or defective product, returns, rejections, freight,
                  insurance and other transportation costs, tariffs, duties,
                  sales tax, and similar governmental charges paid (except
                  income taxes) ("Net Improvement Product Revenue"); and (ii)
                  less [CONFIDENTIAL TREATMENT REQUESTED] each as reasonably
                  attributable to the Improvement Product and provided that in
                  no event will the deductions for [CONFIDENTIAL TREATMENT
                  REQUESTED] For avoidance of doubt, the funds received by
                  deCODE from ABG pursuant to Section 3.5(C) will not be
                  included in either (i) or (ii) to be deducted from the revenue
                  received for an Improvement Product for purposes of computing
                  Improvement Product Profit.

         1.32     "Intellectual Property Rights" means all intellectual property
                  rights worldwide arising under statutory or common law, and
                  whether or not perfected, including, without limitation, the
                  following:

                  (A)      all patents, patent applications and patent rights,
                           including divisions, continuations,
                           continuations-in-part, renewals, reissues, continuing
                           prosecution, and extensions of the foregoing (as and
                           to the extent applicable) now existing, hereafter
                           filed, issued or acquired;

                  (B)      all rights associated with works of authorship
                           including copyrights, copyright applications,
                           copyright registrations, mask works, mask work
                           applications, and mask work registrations;


                  (C)      all rights associated with trademarks, including any
                           logos, designs, variations or translations thereof;


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                  (D)      all rights relating to the protection of trade
                           secrets and confidential information; and

                  (E)      all know-how.

         1.33     "Joint Commercialization Program" means the collaborative
                  commercialization program to be conducted by deCODE and ABG as
                  defined herein.

         1.34     "Joint Development Program" means the collaborative
                  development program to be conducted by deCODE and ABG pursuant
                  to a mutually agreed upon Workplan, as defined herein.

         1.35     "Joint Steering Committee" or "the JSC" will have the meaning
                  set forth at Section 6.1.

         1.36     "Net Collaboration Revenue" means:

                  (A)      with respect to sales by a Party, or an Affiliate of
                           a Party, to non-affiliated third-party purchasers,
                           the actual amount of Collaboration Revenue received
                           from sales of Collaboration Product to a third party,
                           less: trade, cash and quantity discounts, if any,
                           actually allowed, amounts refunded for faulty or
                           defective product, returns, rejections, freight,
                           insurance and other transportation costs, tariffs,
                           duties, sales tax, and similar governmental charges
                           paid (except income taxes);

                  (B)      with respect to sales by a Party made to any
                           Affiliate, the Net Collaboration Revenue will be
                           determined as if such Collaboration Product had been
                           sold to a non-affiliated third-party purchaser; and

                  (C)      with respect to Collaboration Product that is used by
                           a Party, or an Affiliate of a Party, to supply
                           services or information to a third party for
                           commercial purposes, or are otherwise disposed of,
                           excluding demonstration or other marketing activities
                           performed for no or de minimis compensation, the Net
                           Collaboration Revenue will be determined as if such
                           Collaboration Product had been sold to a
                           non-affiliated third party purchaser.

         1.37     "New deCODE Genotyping Software" means Collaboration Product
                  to be used in the Genotyping Field developed by ABG and deCODE
                  during the term of this Agreement and under the Joint
                  Development Program other than software that is merely an
                  adaptation of Existing deCODE Genotyping Software to ABG's
                  APIs.

         1.38     "New Product Release" means that stage in the development of a
                  Collaboration Product at which, under ABG's established
                  procedures as


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                  implemented by the JSC, unrestricted sale of the Collaboration
                  Product to unaffiliated third-party customers is authorized.

         1.39     "Non-Exclusive Period" means the period beginning upon the
                  expiration of the Exclusive Period and ending 2 years
                  thereafter; provided, however, the Parties may agree to extend
                  the Non-Exclusive Period for one or more additional 2-year
                  periods thereafter.

         1.40     "Party" means deCODE or ABG and, when used in the plural,
                  means deCODE and ABG.

         1.41     "Quarter" means a three month period beginning on or about the
                  first day of January, April, July or October next following
                  the Effective Date, and each three month period thereafter,
                  except that the first Quarter will include the period from the
                  Effective Date to the first day of the nearest such three
                  month period after the Effective Date. Precise dates for the
                  beginning and ending of Quarters may vary in accordance with
                  ABG's customary accounting practices and procedures in
                  accordance with GAAP. Upon deCODE's request, ABG will provide
                  deCODE with a schedule of ABG's fiscal Quarters.

         1.42     "Related Patent" means any patent or patent application that:

                  (A)      claims improvements to inventions disclosed or
                           claimed in a Subject Patent and requires rights under
                           the Subject Patent to exploit such improvements;

                  (B)      claims priority to a Subject Patent, including but
                           not limited to continuation applications and patents,
                           continuation-in-part applications and patents,
                           divisional applications and patents, reexamination
                           applications and patents, reissue applications and
                           patents, continuing prosecution applications and
                           patents, extensions, and renewals;

                  (C)      is a parent of a Subject Patent; or

                  (D)      any foreign equivalent of a Subject Patent or any
                           patent or patent application set forth in (A), (B),
                           or (C) immediately above, including Patent
                           Cooperation Treaty applications, European Patent
                           Convention applications, or applications under
                           similar administrative international conventions that
                           may be filed with respect thereto, and all
                           corresponding national patents and patent
                           applications.

         1.43     "Sales and Marketing Cost" means the fully-burdened cost
                  associated with marketing, selling, distributing and
                  supporting a product as determined using a Party's customary
                  practices and procedures in accordance with


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                  GAAP including the following: installation cost, warranty
                  cost, distribution cost, direct marketing cost, marketing
                  overhead cost, direct selling cost, and selling overhead cost.

         1.44     "Software Maintenance Plan" means any arrangement pursuant to
                  which ABG provides a customer with (i) software support to
                  answer or resolve any technical questions or problems related
                  to the use of the Collaboration Products and/or (ii)
                  maintenance to correct errors, de-bug or provide enhancements
                  in the form of patches, updates, new releases, or new versions
                  of the Collaboration Products.

         1.45     "Start Development Checkpoint" means that point in a project
                  at which, under ABG's established procedures as implemented by
                  the JSC, a report is produced which documents that the
                  following parameters have been established with respect to a
                  Collaboration Product:

                  (A)      technical feasibility;

                  (B)      determination of funding and staffing levels required
                           to effect New Product Release;

                  (C)      product definition and specifications, including a
                           target minimum sales price; and

                  (D)      a schedule for New Product Release.

         1.46     "Subject Intellectual Property" means Background deCODE
                  Intellectual Property, Collaboration deCODE Intellectual
                  Property, Collaboration Joint Intellectual Property,
                  Background ABG Intellectual Property, or Collaboration ABG
                  Intellectual Property, including Subject Patents.

         1.47     "Subject Patent" means any patent or patent application
                  claiming or disclosing Background deCODE Intellectual
                  Property, Collaboration deCODE Intellectual Property,
                  Collaboration Joint Intellectual Property, Background ABG
                  Intellectual Property or Collaboration ABG Intellectual
                  Property, including any Related Patents.

         1.48     "System Maintenance" means correction of defects in
                  Collaboration Product that arise through use of the
                  Collaboration Product within its specified configuration
                  parameters, but does not include defects in Collaboration
                  Product that arise through use of Collaboration Product in
                  unsupported system configurations, which shall in no case
                  include defects in any ABG API or other ABG software.

         1.49     "System Testing" means evaluation of all functions of
                  Collaboration Product, including evaluation of behavior of
                  interaction pathways through


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                  Collaboration Product, which shall in no case include
                  evaluation of any ABG API or other ABG software.

         1.50     "System Validation" means testing of Collaboration Product to
                  confirm the numerical or computational accuracy of results
                  produced by Collaboration Product, which shall in no case
                  include testing of any ABG API or other ABG software.

         1.51     "Workplan" means an annual detailed written product
                  definition, specifications, deliverables and deliverables
                  schedule, including a budget for the foregoing consistent with
                  the Development Funding being provided for such period, as
                  developed by the Parties and approved from time to time by the
                  JSC. The first Workplan will be completed by the Parties prior
                  to 90 days after the Effective Date.


2.       EXCLUSIVITY; COSTS; DILIGENCE

         2.1      Exclusivity.

                  2.1.1    During the Exclusive Period. During the Exclusive
                           Period, deCODE will develop and commercialize
                           Collaboration Product for use in the Genotyping Field
                           exclusively with ABG. This exclusivity obligation
                           will not apply (A) to software for use in the
                           Genotyping Field which is used solely by deCODE,
                           within deCODE's facilities, whether for its internal
                           research programs, or as part of a collaboration with
                           a third party, or as a contract research
                           organization, or (B) to deCODE Content Associated
                           Software.

                  2.1.2    Extension of the Exclusive Period. The Exclusive
                           Period may be extended by up to 3 additional 1 year
                           periods, at ABG's election, provided that (A) ABG
                           pays to deCODE Development Funding to support 4 FTEs
                           per year at deCODE's then current rate, which shall
                           be no lower than [CONFIDENTIAL TREATMENT REQUESTED]
                           (plus an inflation allowance based on 4 FTEs which
                           for the first additional 1 year term such inflation
                           allowance shall be the difference between December
                           2003 and December 2000 in the Consumer Price Index
                           for All Urban Consumers ("CPI-U"); for the second
                           additional 1 year term such inflation allowance shall
                           be the difference between the December 2004 and
                           December 2001 in the CPI-U; for the third additional
                           1 year term such inflation allowance shall be the
                           difference between the December 2005 and December
                           2002 in the CPI-U), and (B) ABG continues the profit
                           sharing arrangement set forth herein at Section 5.2.


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                  2.1.3    During the Non-Exclusive Period. During the
                           Non-Exclusive Period, deCODE may at its sole option
                           develop and commercialize software products for use
                           in the Genotyping Field non-exclusively with ABG.
                           However, during the Non-Exclusive Period, ABG will be
                           the exclusive distributor of Collaboration Products
                           developed during the Exclusive Period under the Joint
                           Development Program, subject to the same profit
                           sharing arrangement for such Collaboration Products
                           as set forth at Section 5.2.


         2.2      Responsibility for Costs. Except as provided at Section 5.1,
                  [CONFIDENTIAL TREATMENT REQUESTED]

         2.3      Diligence. The Parties will use commercially reasonable
                  efforts to conduct the Joint Development Program and Joint
                  Commercialization Program in accordance with the terms and
                  conditions of this Agreement.


3.       DEVELOPMENT OF COLLABORATION PRODUCT

         3.1      Scope of Joint Development Program


                  3.1.1    Adaptation of Existing deCODE Genotyping Software to
                           ABG APIs. deCODE and ABG will work together to adapt
                           and optimize Existing deCODE Genotyping Software for
                           use in conjunction with ABG LIMS Systems through ABG
                           APIs for use in the Genotyping Field, as set forth in
                           the Workplan from time to time.

                  3.1.2    Development of New deCODE Genotyping Software. deCODE
                           and ABG will work together to define and develop New
                           deCODE Genotyping Software for use in the Genotyping
                           Field, as set forth in the Workplan from time to
                           time.

         3.2      Priority. deCODE and ABG will complete the adaptation of
                  Existing deCODE Genotyping Software to ABG APIs prior to
                  beginning the development of any New deCODE Genotyping
                  Software.

         3.3      Schedule; Workplan. Activities related to the adaptation of
                  Existing deCODE Genotyping Software to ABG APIs will be
                  performed by the Parties in accordance with the schedule and
                  milestones set forth in the relevant Workplan. The Parties
                  anticipate that such activities will be substantially complete
                  within one year after the Effective Date.

         3.4      Responsibilities.


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                  3.4.1    deCODE Responsibilities. As set forth in the
                           Workplan, deCODE will have primary responsibility, in
                           consultation with ABG, for the following activities
                           in connection with the development of Collaboration
                           Products under the Joint Development Program:

                           3.4.1.1  Componentization of Existing deCODE
                                    Genotyping Software. deCODE will use
                                    commercially reasonable efforts to effect
                                    the Componentization of Existing deCODE
                                    Genotyping Software.

                           3.4.1.2  Algorithm Development for Collaboration
                                    Products. deCODE will effect Algorithm
                                    Development with respect to Existing deCODE
                                    Genotyping Software.

                           3.4.1.3  System Maintenance of Collaboration
                                    Products. deCODE will use commercially
                                    reasonable efforts to provide System
                                    Maintenance to correct code defects and
                                    provide minor enhancements that remedy
                                    design defects in the Collaboration Products
                                    during the Joint Development Program.

                           3.4.1.4  Documentation for Collaboration Products.
                                    deCODE will provide to ABG, as available,
                                    all end user, administrative, API and other
                                    documentation that it has developed or will
                                    develop for commercial-use purposes of the
                                    Collaboration Products, as reasonably
                                    necessary to support the use of such
                                    Collaboration Products.

                           3.4.1.5  System Testing of Collaboration Products.
                                    deCODE will provide System Testing to
                                    thoroughly test and verify the proper
                                    functioning of all functions of the
                                    Collaboration Products, including testing of
                                    the interactions among the Components of the
                                    Collaboration Products, including but not
                                    limited to specific "use cases" that are
                                    submitted to the JSC and approved as part of
                                    a "test plan."

                           3.4.1.6  System Validation of Collaboration Products.
                                    deCODE will provide System Validation to
                                    thoroughly verify the accuracy of all
                                    computational algorithms in the
                                    Collaboration Products. In the event that a
                                    certain error rate is inherent in the
                                    operation of an algorithm, deCODE will
                                    characterize that error rate and provide it
                                    to the JSC.


                  3.4.2    ABG Responsibilities. ABG will have primary
                           responsibility, in consultation with deCODE, for the
                           following activities in


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                           connection with the development of Collaboration
                           Products under the Joint Development Program:

                           (A)      Pre-release acceptance testing, including
                                    integration testing, of Collaboration
                                    Products, according to standards established
                                    in the relevant Workplan and as further
                                    refined by the JSC; and

                           (B)      Provide a product definition of
                                    Collaboration Product to the JSC for its
                                    approval.


         3.5      Development of Improvement Products During the Non-Exclusive
                  Period.

                  (A)      If at any time during the Non-Exclusive Period ABG
                           desires to develop an Improvement Product, ABG will
                           communicate in writing its desire to deCODE,
                           including providing to deCODE a proposed commercially
                           reasonable Workplan for carrying out the development
                           of the Improvement Product. The proposed Workplan
                           would specify at least the following information: (1)
                           a detailed description of the functionality of the
                           Improvement Product; (2) the anticipated number of
                           people required to effect the development of the
                           Improvement Product; and (3) the anticipated time
                           required to effect the development of the Improvement
                           Product.

                  (B)      deCODE would then have 45 days from receipt of the
                           proposed Workplan to determine whether the proposed
                           Workplan was adequate for the development of the
                           Improvement Product and, if not, to provide ABG with
                           suggestions regarding revising the Workplan for such
                           development. In either case, deCODE shall respond
                           with a budget setting forth the estimated amount
                           deCODE would charge ABG to develop the Improvement
                           Product, based upon the information provided in the
                           proposed Workplan. The Parties agree to conduct good
                           faith discussions to finalize the Workplan and the
                           budget within 30 days following deCODE's response.

                  (C)      Upon agreement by the Parties as to the contents of
                           the Workplan and the budget for the development of
                           the Improvement Product, deCODE shall undertake the
                           development of the Improvement Product, in accordance
                           with the approved Workplan and the budget, and ABG
                           shall pay deCODE the amount set forth in the budget,
                           as provided in Section 5.1(C).


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                  (D)      The Parties shall share the Improvement Product
                           Profit realized in connection with the Improvement
                           Product in the same proportion as set forth at
                           Section 5.2.

                  (E)      Solely in the event that the development of the
                           Improvement Product is in clear and direct conflict
                           with deCODE's principal businesses, deCODE may elect
                           not to conduct the development of the Improvement
                           Product, in which case the Improvement Product shall
                           not be developed by either Party; except that, deCODE
                           will not decline to perform maintenance fixes or
                           routine enhancements to the normal functions of the
                           original Collaboration Product for any reason.

         3.6      Information Exchange. The Parties will keep each other
                  informed with respect to all activities directly related to
                  the Joint Development Program, including without limitation
                  access to design plans and drawings, specifications,
                  engineering change orders, software, supplier information,
                  nucleic acid sequences, processes, materials, and chemistries
                  directly related to Collaboration Product(s) and will relay
                  any and all information directly related to the Joint
                  Development Program to each other through the JSC. The JSC
                  will participate in engineering milestone reviews for
                  Collaboration Product.

         3.7      Development Teams. Each Party will assign personnel to its
                  development team with the appropriate skills and experience to
                  accomplish the work established in the Workplan. It is
                  expected that such teams will work together to accomplish the
                  objectives of the Joint Development Program including, if
                  appropriate, conducting efforts at the same facility.

         3.8      Collaboration Data. Each Party shall use good scientific
                  practices and shall comply in all material respects with
                  applicable regulations and customary good laboratory and
                  clinical practices in the performance of the Joint Development
                  Program (including all data in the form required to be
                  maintained under any applicable governmental regulations).
                  Such records shall comprise books, results, reports, research
                  notes, charts, graphs, comments, computations, analyses,
                  recordings, photographs, computer programs and documentation
                  thereof, computer information storage means, samples of
                  materials and other graphic or written data generated in
                  connection with the Joint Development Program. Each Party
                  shall provide the other Party the right to inspect its data
                  upon reasonable notice and not more than once per year, and
                  shall provide summaries of its data, to the extent reasonably
                  required for the performance of each Party's obligations under
                  this Agreement and the Joint Development Program; provided,
                  however, such records will be considered to be Confidential
                  Information of the disclosing Party and each Party will
                  maintain such Confidential Information in confidence in
                  accordance with Section 8 and shall not use


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                  such records or information of the other Party except to the
                  extent otherwise permitted by this Agreement.

         3.9      Development Funding to deCODE. See Section 5.1.


4.       COMMERCIALIZATION OF COLLABORATION PRODUCT

         4.1      Scope of Joint Commercialization Program. Immediately after
                  the Effective Date, ABG and deCODE shall commence their
                  efforts to commercialize the Collaboration Product as further
                  defined in this Article 4.

         4.2      Responsibilities.

                  4.2.1    deCODE Responsibilities. During the term of this
                           Agreement, deCODE will have responsibility, in
                           consultation with ABG, for the following support and
                           manufacturing activities in connection with the Joint
                           Commercialization Program. The extent of deCODE's
                           obligations with respect to each category of support
                           activity set forth at Section 4.2.1.1 et seq. will be
                           limited to the specified number of person-hours for
                           each activity.

                           4.2.1.1  Training. deCODE will train ABG technical,
                                    marketing, service/support, and sales
                                    personnel in the installation,
                                    administration, trouble-shooting, and use of
                                    the Collaboration Products. Subject to
                                    Section 4.2.1.6, deCODE's obligation with
                                    respect to training under this Section
                                    4.2.1.1 will not exceed a total of 600
                                    person-hours.

                           4.2.1.2  Marketing Support. deCODE will provide ABG
                                    with substantive input and review of
                                    marketing materials and product manuals.
                                    deCODE will also provide to ABG marketing
                                    personnel clear information about the
                                    benefits of Collaboration Product features
                                    relative to others, and the rationale for
                                    certain design decisions in the
                                    Collaboration Product. deCODE will also
                                    permit ABG to use the deCODE facility as a
                                    reference site for the Collaboration
                                    Products, and allow the production of
                                    promotional materials; provided, that any
                                    Confidential Information received by ABG
                                    during such facility visits shall be
                                    governed by the non-disclosure/non-use
                                    provisions in Section 8.1. Subject to
                                    Section 4.2.1.6, deCODE's obligation with
                                    respect to marketing support under this
                                    Section 4.2.1.2 will not exceed a total of
                                    300 person-hours.


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                           4.2.1.3  Sales Support. deCODE will provide technical
                                    consultation to ABG sales representatives,
                                    and provide demonstration versions of
                                    Collaboration Products for use by ABG sales
                                    representatives. deCODE will also make
                                    available knowledgeable personnel for sales
                                    meetings with select customers, upon
                                    reasonable notice and as determined by the
                                    JSC. Subject to Section 4.2.1.6, deCODE's
                                    obligation with respect to sales support
                                    under this Section 4.2.1.3 will not exceed a
                                    total of 700 person-hours.

                           4.2.1.4  Second-Line Support for Collaboration
                                    Products. deCODE shall provide routine
                                    maintenance and upgrades for Collaboration
                                    Product; and, under circumstances which
                                    cannot be resolved by ABG under ABG's
                                    first-line of support under Section 4.2.2.4,
                                    deCODE shall provide technical consultation
                                    to ABG support personnel to resolve problems
                                    encountered by customers of the
                                    Collaboration Product. Upon reasonable
                                    notice and as determined by the JSC, deCODE
                                    will provide direct consultation to
                                    customers encountering problems, and will
                                    also be available to visit customers with
                                    ABG support personnel to resolve problems
                                    with the Collaboration Product. deCODE will
                                    use commercially reasonable efforts to
                                    provide answers to support questions as
                                    quickly as possible, and will make a support
                                    person available to speak with ABG
                                    representatives Monday through Friday,
                                    between the hours of 9AM and 6PM local time
                                    in Iceland, excluding Icelandic holidays, a
                                    list of which shall be provided to ABG on an
                                    annual basis. deCODE will provide a
                                    voicemail contact number for messages left
                                    at other times. deCODE will respond to
                                    messages from ABG support personnel as
                                    quickly as possible, during the hours stated
                                    above. Subject to Section 4.2.1.6, deCODE's
                                    obligation with respect to second-line
                                    customer support under this Section 4.2.1.4
                                    will not exceed a total of 1600
                                    person-hours.

                           4.2.1.5  Manufacturing. deCODE will provide ABG with
                                    a Golden Master of each Collaboration
                                    Product. In the event any problems are
                                    encountered with the Golden Master by ABG,
                                    deCODE will promptly replace it.

                           4.2.1.6  Additional Support for Collaboration
                                    Products. Any support requested by ABG under
                                    Sections 4.2.1.1, 4.2.1.2. 4.2.1.3, or
                                    4.2.1.4, above and beyond the specified
                                    number of person-hours will be provided to
                                    ABG by


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                           deCODE using commercially reasonable efforts for
                           additional consideration in the amount of $115 per
                           person-hour, plus reimbursement for all reasonable
                           out-of-pocket expenses for travel, meals and lodging.
                           Furthermore, it is expected that the support
                           requirements will be highest in the period
                           immediately following the commercial release of a
                           Collaboration Product. Therefore, deCODE will use
                           commercially reasonable efforts to fulfill these
                           requirements with more personnel available in the
                           period immediately following the commercial release
                           of a Collaboration Product. The $115 per person-hour
                           rate will be reviewed annually and revised, if
                           necessary, by the JSC as may be required to reflect
                           current market rates and inflation for comparable
                           professional services. Monies spent by ABG for
                           support provided to ABG by deCODE pursuant to this
                           Section 4.2.1.6 will be included within Cost of Goods
                           Sold of Collaboration Product.

                  4.2.2    ABG Responsibilities. During the term of this
                           Agreement, ABG will be primarily responsible in
                           consultation and with the support of deCODE as set
                           forth at Section 4.2.1, for the following activities
                           in connection with the Joint Commercialization
                           Program:

                           4.2.2.1  Marketing. ABG will (A) provide a marketable
                                    product definition of Collaboration Product
                                    to the JSC for the JSC's approval; (B)
                                    undertake and pay for all necessary sales
                                    forecasting for Collaboration Products as
                                    determined by the JSC; (C) define the
                                    product positioning of Collaboration
                                    Product; and (D) conduct all marketing and
                                    advertising and promotion activities for
                                    Collaboration Product as determined by the
                                    JSC.

                           4.2.2.2  Sales. ABG will conduct all selling activity
                                    related to Collaboration Product, including
                                    customer prospecting, customer
                                    qualification, customer demos, producing
                                    statements of work, and negotiating prices,
                                    subject to Section 4.4. In some cases, ABG
                                    may request that deCODE help support these
                                    selling activities, especially Collaboration
                                    Product demonstrations. In the event deCODE
                                    determines, in its sole discretion, to
                                    participate in such activities, ABG shall
                                    compensate deCODE at the rate of $115 per
                                    person hour.

                           4.2.2.3  Development of Support Plans. ABG will
                                    design, develop and submit to the JSC for
                                    its approval all Software Maintenance Plans
                                    and Custom Maintenance


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                                    Plans (collectively, the "Plans"), which are
                                    to be implemented and sold during the term
                                    of this Agreement, including the cost
                                    structure and proposed payment terms of such
                                    Plans.

                           4.2.2.4  First-Line Support. ABG will conduct all
                                    customer services and support related to the
                                    Collaboration Product. In the event that ABG
                                    personnel cannot resolve any customer
                                    support issue, ABG shall contact deCODE for
                                    assistance as provided in Section 4.2.1.4.

                           4.2.2.5  Installation and Customization. ABG will
                                    conduct all installation and customization
                                    of Collaboration Products, including
                                    configuration and integration of the
                                    Collaboration Products with other software
                                    products (including the ABG LIMS System) and
                                    with customers' existing information
                                    systems. ABG will also create all
                                    customer-specific software (custom code)
                                    around the Collaboration Product components,
                                    utilizing the Collaboration Product APIs.
                                    Any customization of the Collaboration
                                    Products that requires modification of
                                    source code will be performed by deCODE,
                                    subject to approval by the JSC.

                           4.2.2.6  Manufacturing. ABG will manufacture all
                                    discs, packaging, promotional materials and
                                    instructional manuals related to
                                    Collaboration Product

                           4.2.2.7  Taxes. ABG shall be solely responsible for
                                    any sales, use, gross receipts, value-added,
                                    excise, property or other tax, tariff, duty
                                    or assessment and income taxes and related
                                    interest and penalties collected, levied or
                                    imposed by national governments, state or
                                    provincial governments, local governments,
                                    or any subdivision of the foregoing and
                                    arising out of or related to the sale of the
                                    Collaboration Product to an end user.


         4.3      Support. Each Party's obligation to provide support for the
                  Collaboration Product shall be performed in accordance with
                  the following classifications and priorities:

                                             CATASTROPHIC: A catastrophic defect
                                    renders Collaboration Product unusable
                                    because an entire function is unusable and
                                    no workaround exists, or the defect is of
                                    such a nature that use of Collaboration
                                    Product will cause loss of data integrity or
                                    result in data


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                                    loss. Catastrophic defects also include
                                    significant and non-obvious quantitative
                                    errors.

                                             SERIOUS: A serious defect will
                                    typically not affect data integrity (meaning
                                    loss of data, corruption of data or give the
                                    wrong answer), but affects the customer's
                                    ability to use Collaboration Product as
                                    designed. It may be a failure, design issue,
                                    or a documentation error or omission. A work
                                    around may or may not exist.

                                             MINOR: Minor defects are those that
                                    will only have a limited effect on the
                                    customers' usage of Collaboration Product.

                                    Based on the severity of a defect and other
                                    considerations (e.g., the likelihood of
                                    encountering the defect, or certain business
                                    considerations) ABG personnel will set the
                                    relative priority of these code and design
                                    defects according to the following scale:

                                             P1: Must be fixed immediately

                                             P2: Must be fixed in pending
                                    maintenance release or checkpoint.

                                             P3: Should be fixed after P2
                                    defects are fixed.

                                             P4: Should be fixed if time
                           permits. If time does not permit, these defects
                           should either be closed with a resolution Not to be
                           Fixed or closed with a resolution Deferred.

         4.4      Pricing. [CONFIDENTIAL TREATMENT REQUESTED] responsibility for
                  the pricing of Collaboration Product, or any other product or
                  service resulting in Collaboration Revenue, except that, if
                  the estimated Collaboration Revenue for a given product or
                  service is [CONFIDENTIAL TREATMENT REQUESTED] then the price
                  of the Collaboration Product or other product or service will
                  require approval by [CONFIDENTIAL TREATMENT REQUESTED]

         4.5      Branding. The Collaboration Product and all associated manuals
                  and promotional materials will carry the ABG brand and logo.
                  In addition, ABG will be required to place a deCODE trademark,
                  logo or design in all instructional manuals, promotional
                  materials and on the outside of any packaging material for all
                  Collaboration Product components; provided, however, that in
                  the event no such materials are delivered to customers, all
                  servers, CPUs and other hardware on which the Collaboration
                  Products are installed shall be labeled with a sticker
                  containing the deCODE trademark, logo or design. The placement
                  and arrangement of the deCODE trademark, logo or design may be
                  less prominent than ABG's trademark, logo or design, and shall
                  be subject to deCODE's prior written consent and approval.


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         4.6      Software Escrow Account. deCODE and ABG will establish and
                  maintain a software escrow account with DSI Technology Escrow
                  Services containing the source code for all Collaboration
                  Products (the "Software Escrow Account"). The terms of the
                  Software Escrow Account, including terms relating to ABG's
                  access to the Software Escrow Account and audit rights, will
                  be as set forth in the Preferred Software Escrow Agreement set
                  forth as Exhibit B of this Agreement. The Software Escrow
                  Account will be established not later then 90 days following
                  the Effective Date. All fees related to the establishment and
                  maintenance of the Software Escrow Account will be shared
                  equally, on a 50/50 basis by the Parties

5.       PAYMENTS AND VALUE SHARING

         5.1      Payments

                  (A)      Development Funding to deCODE. ABG shall pay deCODE
                           Development Funding at a rate of [CONFIDENTIAL
                           TREATMENT REQUESTED] during the initial three year
                           Exclusive Period for the development and
                           commercialization of Collaboration Product pursuant
                           to the Joint Development Program.

                  (B)      Additional Compensation. In addition, in
                           consideration for deCODE's research and development
                           expenses in developing the Existing deCODE Genotyping
                           Software prior to the Effective Date, ABG shall pay
                           deCODE [CONFIDENTIAL TREATMENT REQUESTED] which
                           amount shall be non-refundable and non-creditable,
                           during the first three years of the Exclusive Period
                           as follows:

                           Year 1      [CONFIDENTIAL TREATMENT REQUESTED]
                           Year 2      [CONFIDENTIAL TREATMENT REQUESTED]
                           Year 3      [CONFIDENTIAL TREATMENT REQUESTED]

                  (C)      Each of the foregoing Payments will be made in four
                           equal quarterly installments, and paid on the last
                           business day of each Quarter. (For purposes of
                           clarification, Year 1 will consist of the first 4
                           Quarters, Year 2 will consist of the second 4
                           Quarters, and Year 3 will consist of the third 4
                           Quarters, following the Effective Date of this
                           Agreement.)

                  The Exclusive Period can be extended with the additional
                  payments of Development Funding as set forth in Section 2.1.2.

         5.2      Profit Sharing. ABG shall submit a Collaboration Revenue
                  statement to deCODE which shall set forth the amount of
                  Collaboration Revenue during each Quarter and shall also
                  include a calculation of Collaboration Profit. Each such
                  statement shall be accompanied by the payment due


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                  deCODE which shall amount to [CONFIDENTIAL TREATMENT
                  REQUESTED] and the balance of Collaboration Profit will be
                  retained by ABG. All payments due under this Section 5.2 will
                  be due 45 days following the end of each Quarter.

         5.3      Payments. All payments under this Agreement will be made in
                  United States dollars by wire transfer to a bank account
                  designated by the Party receiving the payment, without
                  deductions of taxes, charges or any other duties that may be
                  imposed. For converting payments due on sales made in
                  currencies other than United States dollars into United States
                  dollars, the payments will be converted at the rate of
                  exchange for United States dollars and each currency involved
                  as quoted by The Wall Street Journal, Eastern Edition on the
                  last business day of the relevant Quarter.

6.       JOINT STEERING COMMITTEE

         6.1      Purpose. A joint steering committee will be established to
                  oversee all aspects of the Joint Development Program and Joint
                  Commercialization Program established by this Agreement
                  (referred to as "Joint Steering Committee" or "the JSC"). The
                  duties of the Joint Steering Committee will include, but not
                  be limited to, the following:

                  (A)      implementation of any changes to the Joint
                           Development Program or the Joint Commercialization
                           Program;

                  (B)      approval of the Workplan submitted by ABG and deCODE
                           and approval of any modifications or additions to the
                           Workplan from time to time;

                  (C)      approval of the allocation and reallocation, if
                           necessary, of the FTEs;

                  (D)      approval of departures from pricing limits specified
                           in Section 4.4 of this Agreement;

                  (E)      approval of any Collaboration Product enhancements
                           that go beyond normal "maintenance";

                  (F)      approval of any customer specific modifications that
                           require changes to Collaboration Product source code;



                  (G)      determination of appropriate action to be taken in
                           the event that activities within the Joint
                           Development Program infringe any Intellectual
                           Property Rights of a third party.


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                  (H)      review and approval of the Software Maintenance Plans
                           and Custom Maintenance Plans; and

                  (I)      any other responsibilities as may be assigned to the
                           JSC pursuant to this Agreement or as may be mutually
                           agreed upon by the Parties from time to time.

         6.2      Membership. The Joint Steering Committee will be comprised of
                  3 employees from deCODE and 3 employees from ABG, appointed at
                  the sole discretion of the respective Parties. Substitute
                  employees may be appointed at any time upon written notice to
                  the other Party. The Joint Steering Committee will be chaired
                  in the first year by a senior representative from ABG, and
                  thereafter on a rotating annual basis, by a senior
                  representative from deCODE or ABG. The initial composition of
                  the Joint Steering Committee will be as follows:


                           For deCODE:      [CONFIDENTIAL
                                            TREATMENT
                                            REQUESTED]

                           For ABG:         [CONFIDENTIAL
                                            TREATMENT
                                            REQUESTED]

         6.3      Meetings. The Joint Steering Committee will meet as often as
                  is reasonably necessary to accomplish its purpose which shall
                  in no case be less than once per Quarter, on a mutually
                  agreeable date and at a mutually agreeable place or, in the
                  absence of such agreement, such place shall alternate between
                  the location of each of the Parties. Representatives of deCODE
                  or ABG, or both, in addition to members of the Joint Steering
                  Committee, may attend such meetings at the invitation of
                  either Party.

         6.4      Joint Steering Committee Decisions and Dispute Resolution.
                  Decisions by the Joint Steering Committee will be made by
                  consensus. If the Joint Steering Committee is unable to reach
                  agreement with respect to a particular matter within its
                  purview, within 30 days, the matter will be submitted in
                  writing to the President of deCODE and the President of the
                  ABG for discussion and resolution. In the event that the
                  Presidents of each Party cannot reach agreement within 10
                  business days after receiving the written submission from the
                  Joint Steering Committee, which period may be extended by
                  mutual agreement of the Parties, then either Party may
                  initiate arbitration in accordance with the rules and
                  procedures set forth in Exhibit C. Except, to the extent a
                  dispute relates directly to limits imposed on deCODE by
                  Icelandic laws, or conflicts with deCODE's contracts with the
                  Icelandic Ministry of Health, the Icelandic health
                  institutions and/or other relevant Icelandic governmental
                  agencies, in


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                  which case, then deCODE's President will have the right to
                  make a final and binding decision.

         6.5      Expenses. The Parties will each bear all expenses of their
                  respective members related to their participation on the Joint
                  Steering Committee.


7.       INTELLECTUAL PROPERTY; PATENT PROSECUTION AND LITIGATION; LICENSES;
         TRADEMARKS

         7.1      Ownership of Intellectual Property.

                  7.1.1    Background deCODE Intellectual Property and
                           Collaboration deCODE Intellectual Property. All
                           rights and title and interest in and to Background
                           deCODE Intellectual Property and Collaboration deCODE
                           Intellectual Property, whether patentable or
                           copyrightable or not, shall remain the exclusive
                           property of deCODE and will be subject to the terms
                           and conditions of this Agreement.

                  7.1.2    Background ABG Intellectual Property and
                           Collaboration ABG Intellectual Property. All rights
                           and title and interest in and to Background ABG
                           Intellectual Property and Collaboration ABG
                           Intellectual Property, whether patentable or
                           copyrightable or not, shall remain the exclusive
                           property of ABG and will be subject to the terms and
                           conditions of this Agreement.

                  7.1.3    Collaboration Joint Intellectual Property. All rights
                           and title and interest in and to Collaboration Joint
                           Intellectual Property, whether patentable or
                           copyrightable or not, will belong jointly to ABG and
                           deCODE and will be subject to the terms and
                           conditions of this Agreement. Each Party will have
                           the right to independently utilize the Collaboration
                           Joint Intellectual Property, without accounting to
                           the other Party, only to the extent that the
                           utilization of the Collaboration Joint Intellectual
                           Property by ABG does not require rights under
                           Background deCODE Intellectual Property,
                           Collaboration deCODE Intellectual Property, or any
                           other Intellectual Property Rights owned by, either
                           partially or wholly, or licensed to deCODE, and that
                           utilization of the Collaboration Joint Intellectual
                           Property by deCODE does not require rights under
                           Background ABG Intellectual Property, Collaboration
                           ABG Intellectual Property, or any other Intellectual
                           Property Rights owned by, either partially or wholly,
                           or licensed to ABG. Additionally, each Party will
                           have the right but not the obligation to bring, at
                           its own expense, an infringement action against any
                           third party under its interest in Collaboration Joint
                           Intellectual Property, subject to the same
                           limitations set forth above with


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                           respect to the utilization of the Collaboration Joint
                           Intellectual Property by deCODE or ABG. The Parties
                           will assist one another and cooperate in any such
                           litigation at the other's reasonable request, and, if
                           a Party is necessary in order to institute or
                           maintain an infringement suit by the other Party as
                           defined by law, that Party agrees to be joined in the
                           suit.

         7.2      Filing of Patent Applications.

                  7.2.1    Collaboration deCODE Intellectual Property. deCODE
                           shall have the right, using such legal counsel
                           selected by deCODE in its sole discretion, to
                           prepare, file, prosecute, maintain and extend patent
                           applications for Collaboration deCODE Intellectual
                           Property in countries of deCODE's choosing. deCODE
                           will bear all costs relating to such activities.
                           deCODE may if it so desires solicit ABG's advice and
                           review of the patent applications, and deCODE may if
                           it so desires take into consideration ABG's advice
                           thereon.

                  7.2.2    Collaboration ABG Intellectual Property. ABG shall
                           have the right, using legal counsel selected by ABG
                           in its sole discretion, to prepare, file, prosecute,
                           maintain and extend patent applications for
                           Collaboration ABG Intellectual Property in countries
                           of ABG's choosing. ABG will bear all costs relating
                           to such activities. ABG may if it so desires solicit
                           deCODE's advice and review of the patent
                           applications, and ABG may if it so desires take into
                           consideration deCODE's advice thereon.

                  7.2.3    Collaboration Joint Intellectual Property. ABG and
                           deCODE will jointly have the right, using such legal
                           counsel as selected by both Parties, to prepare,
                           file, prosecute, maintain and extend patent
                           applications for Collaboration Joint Intellectual
                           Property in countries of the Parties choosing. But,
                           if the utilization of the Collaboration Joint
                           Intellectual Property would necessarily infringe
                           claims of patents or patent applications claiming
                           Background ABG Intellectual Property, the
                           Collaboration Joint Intellectual Property will, for
                           the purposes of this Section 7.2.3 only, be treated
                           as Collaboration ABG Intellectual Property under
                           Section 7.2.2; and, if the utilization of the
                           Collaboration Joint Intellectual Property would
                           necessarily infringe claims of patents or patent
                           applications claiming Background deCODE Intellectual
                           Property, the Collaboration Joint Intellectual
                           Property will, for the purposes of this Section 7.2.3
                           only, be treated as Collaboration deCODE Intellectual
                           Property under Section 7.2.1. If only one Party
                           ("Filing Party") desires to file a patent application
                           in one or more countries, then the Filing Party will
                           thereafter have the right, at its sole expense, to
                           prepare, file, prosecute, and maintain the
                           applications in its own name in the one or more
                           countries. The other Party will,


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                           at its own expense, assign said patent applications
                           to the Filing Party and provide reasonable assistance
                           to the Filing Party at the Filing Party's expense to
                           facilitate the filing and prosecution of all the
                           patent applications that the other Party has elected
                           not to pursue, and the other Party will execute all
                           documents deemed necessary or desirable therefor. The
                           Filing Party will provide to the other Party a
                           royalty-free non-exclusive license, with right to
                           sublicense, under all the patent applications that
                           the other Party has elected not to pursue and the
                           Filing Party has elected to pursue under this Section
                           7.2.3. ABG and deCODE will each hold all information
                           it presently knows or acquires under this Section
                           7.2.3 as Confidential Information in accordance with
                           Section 8.

         7.3      License of Intellectual Property.

                  7.3.1    Grant to ABG. deCODE hereby grants to ABG a
                           non-exclusive, world-wide, royalty-free,
                           non-transferable, non-assignable (subject to Section
                           12.7) license under Background deCODE Intellectual
                           Property and Collaboration deCODE Intellectual
                           Property, only to the extent such Background deCODE
                           Intellectual Property and Collaboration deCODE
                           Intellectual Property directly relates to
                           Collaboration Products, to develop, make, import,
                           use, offer to sell, distribute and sell Collaboration
                           Products in the Genotyping Field only to the extent
                           reasonably necessary for ABG to carry out its
                           activities under the Joint Development Program and
                           the Joint Commercialization Program.

                           7.3.1.1  Sublicenses. ABG will have no right to
                                    sublicense its license rights granted at
                                    Section 7.3.1 beyond those rights granted to
                                    its customers through the sale of
                                    Collaboration Product.

                  7.3.2    Grant to deCODE. ABG hereby grants to deCODE a
                           non-exclusive, world-wide, royalty-free,
                           non-transferable, non-assignable (subject to Section
                           12.7) license under Background ABG Intellectual
                           Property and Collaboration ABG Intellectual Property
                           to develop, make, use, offer to sell, and sell
                           Collaboration Products in the Genotyping Field only
                           to the extent deemed necessary by ABG for deCODE to
                           carry out its activities under the Joint Development
                           Program and Joint Commercialization Program.

                  7.3.3    No Other Licenses. No rights other than those
                           expressly granted in Section 7.3.1 are hereby granted
                           or intended to be granted to or by either Party,
                           either expressly, impliedly, or by estoppel, under
                           Background deCODE Intellectual


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                           Property, Collaboration deCODE Intellectual Property,
                           Collaboration Joint Intellectual Property, Background
                           ABG Intellectual Property, Collaboration ABG
                           Intellectual Property, or any other Intellectual
                           Property Rights of either deCODE or ABG.


         7.4      Interfering Third Party Intellectual Property. If a Party
                  believes that any activities within the Joint Development
                  Program infringe any Intellectual Property Rights of a third
                  party, that Party will promptly notify the Joint Steering
                  Committee. The Joint Steering Committee shall be responsible
                  for determining the appropriate action to be taken.

         7.5      Patent Litigation.

                  7.5.1    Defense Against Third Party Claims. In the event of
                           the institution of any suit by a third party against
                           deCODE or ABG alleging that the manufacture, use,
                           sale, distribution or marketing of a Collaboration
                           Product infringes a third party Intellectual Property
                           Right, the Party sued will promptly notify the other
                           Party in writing. The Parties named in such suit will
                           have the right to defend, and the other Party shall
                           have the right to participate in the defense, of such
                           suit each at its own expense. deCODE and ABG will
                           assist one another and cooperate in any such
                           litigation at the other's reasonable request without
                           expense to the requesting Party. The Party conducting
                           such action will have full control over its conduct,
                           including settlement thereof. But, no settlement of
                           an action will be made without the prior written
                           consent of the other Party if such settlement would
                           materially adversely affect the rights of the other
                           Party, the consent shall not be unreasonably withheld
                           or delayed.

                  7.5.2    Prosecution of Infringement Action. In the event that
                           deCODE or ABG become aware of actual or threatened
                           infringement of any Collaboration deCODE Intellectual
                           Property, Collaboration ABG Intellectual Property, or
                           Collaboration Joint Intellectual Property, that Party
                           will promptly notify the other Party in writing. The
                           owner the of the Intellectual Property Rights will
                           have the first right but not the obligation to bring,
                           at its own expense, an infringement action against
                           the alleged infringer and to use the other Party's
                           name in connection therewith. If the owner of the
                           Intellectual Property Rights does not commence a
                           particular infringement action within 90 days, the
                           other Party, after notifying the owner in writing,
                           will be entitled to bring the infringement action at
                           its own expense. The Party conducting the action will
                           have full control over its conduct, including
                           settlement thereof. But, no settlement of an action
                           will be made without the prior written consent of the
                           other Party if such settlement would materially
                           adversely affect the rights of the other Party, such


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                           consent not to be unreasonably withheld or delayed.
                           In any event, deCODE and ABG will assist one another
                           and cooperate in any such litigation at the other's
                           reasonable request without expense to the requesting
                           Party, and, if a Party is necessary in order to
                           institute or maintain an infringement action by the
                           other Party as defined by law, that Party will join
                           such action, represented by its own counsel.

                  7.5.3    Expenses. deCODE and ABG have the right to recover
                           their respective actual out-of-pocket expenses, or
                           proportionate share thereof, in connection with any
                           litigation or settlement thereof from any recovery
                           made by any Party. Any excess amount will be shared
                           between ABG and deCODE in an amount proportional to
                           their respective expenses.

                  7.5.4    Information. The Parties will keep one another
                           reasonably informed of the status of their respective
                           activities regarding any litigation described at
                           Sections 7.5.1. or 7.5.2, or settlement thereof.

         7.6      Effect of Bankruptcy. All rights and licenses granted under
                  this Agreement by one Party to the other Party are, and will
                  irrevocably be deemed to be, "intellectual property" as
                  defined in Section 101(56) of Title 11, U.S. Code ("Bankruptcy
                  Code"). In the event of the commencement of a case by or
                  against either Party under any Chapter of the Bankruptcy Code,
                  this Agreement will be deemed an executory contract and all
                  rights and obligations hereunder will be determined in
                  accordance with Section 365(n) thereof.

         7.7      Trademarks and Non-Proprietary Names. All rights and title and
                  interest in and to the Parties' existing trademarks, logos,
                  designs and distinctive marks, shall remain the exclusive
                  property of the respective Parties. The Joint Steering
                  Committee, at equally shared expense between each Party, will
                  be responsible for the selection, registration and maintenance
                  of all trademarks that it employs in connection with
                  Collaboration Products, and both Parties will own and control
                  such trademarks jointly for use in the Genotyping Field.
                  Nothing in this Agreement will be construed as a grant of
                  rights, by license or otherwise, to either Party to use any
                  trademark for any purpose other than marketing and sale of
                  Collaboration Product as provided in this Agreement. ABG, at
                  its expense, will be responsible for the selection of
                  non-proprietary names for Collaboration Product sold by ABG.


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8.       CONFIDENTIALITY

         8.1      Non-Disclosure; Non-Use. Because deCODE and ABG will be
                  cooperating with each other under this Agreement, each may
                  reveal Confidential Information to the other. The Parties
                  agree, by using the same degree of care as each uses for its
                  own Confidential Information which shall in no case be less
                  than a reasonable degree of care, to hold in confidence any
                  Confidential Information disclosed by the other Party
                  hereunder, and not to disclose any Confidential Information to
                  any third party, and not to use any Confidential Information
                  disclosed by the other Party hereunder for purpose other than
                  carrying out its obligations under this Agreement, without the
                  express written consent of the other Party. Each Party will
                  disclose Confidential Information only to its employees or
                  agents who have a need to know. Each Party will use
                  Confidential Information only for purposes of furthering the
                  Joint Development Program or Joint Commercialization Program.
                  With respect to any Confidential Information that is revealed
                  by a Party to the other Party, the confidentiality/non-use
                  requirement of this Section 8.1 will remain in force for a
                  period of 5 years after the expiration or termination of this
                  Agreement except that, where the Confidential Information is a
                  legally cognizable trade secret under United States Law, this
                  confidentiality/non-use requirement will remain in force for
                  the life of the trade secret.

                  8.1.1    Injunctive Relief. The Parties hereby agree to advise
                           the other immediately in the event that it learns or
                           has reason to believe that any person who has access
                           to Confidential Information, or any portion thereof,
                           has violated or intends to violate the terms of this
                           Agreement; and each Party will, at is expense,
                           cooperate with the other Party in seeking injunctive
                           relief or other equitable relief in its own name or
                           that of the other Party against that person.

         8.2      Responsibility over Employees and Agents. Each Party will
                  assume individual responsibility for the actions and omissions
                  of its respective employees, agents and consultants, and to
                  inform same of the responsibilities under Article 8 of this
                  Agreement, and to obtain their agreement to be bound in the
                  same manner that the Party is bound.

         8.3      Affiliates. Nothing herein will be construed as preventing
                  either Party from disclosing any information to its Affiliates
                  for the purpose of furthering the Joint Development Program or
                  Joint Commercialization Program, provided such Affiliate has
                  undertaken a similar obligation of confidentiality with
                  respect to the Confidential Information.

         8.4      Bankruptcy. All Confidential Information disclosed by one
                  Party to the other will remain the Intellectual Property of
                  the disclosing Party. A bankrupt or insolvent Party will, to
                  the extent permitted by law, take all steps necessary or
                  desirable to maintain the confidentiality of the other


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                  Party's Confidential Information and to ensure that the court
                  or other tribunal maintain such information in confidence in
                  accordance with the terms of this Agreement. In the event that
                  a court or other legal or administrative tribunal, directly or
                  through an appointed master, trustee or receiver, assumes
                  partial or complete control over the assets of a Party to this
                  Agreement based on the insolvency or bankruptcy of such Party,
                  the bankrupt or insolvent Party will promptly notify the court
                  or other tribunal

                  (A)      that Confidential Information received from the other
                           Party under this Agreement remains the property of
                           the other Party; and,

                  (B)      of the confidentiality obligations under this
                           Agreement.

         8.5      Publication. Neither ABG nor deCODE will submit for written or
                  oral publication any manuscript, abstract or the like that
                  includes data or other Confidential Information generated and
                  provided by the other Party or otherwise developed by either
                  Party under the Joint Development Program or Joint
                  Commercialization Program without first obtaining the prior
                  written consent of the other Party, which consent will not be
                  unreasonably withheld or delayed. If written consent or
                  written denial is not provided by the other Party within 90
                  days, the first Party will have the right to publish. But, the
                  foregoing will not apply to customary literature that is
                  prepared for marketing and sales purposes and that does not
                  contain Confidential Information.

         8.6      Publicity. Neither Party nor any of its Affiliates will
                  originate any news or any other public disclosure relating to
                  this Agreement without the prior written approval of the other
                  Party, such approval not to be unreasonably withheld or
                  delayed, except that nothing in this Section 8.6 shall prevent
                  either Party from issuing statements that such Party
                  reasonably determines to be necessary to comply with
                  applicable law (including the disclosure requirements of the
                  U.S. Securities and Exchange Commission, Nasdaq or any other
                  stock exchange on which securities issued by such Party are
                  traded); provided, however, that, to the extent practicable
                  under the circumstances, such Party shall provide the other
                  Party with a copy of the proposed text of such statements
                  sufficiently in advance of the scheduled release thereof to
                  afford such other Party a reasonable opportunity to review and
                  comment upon the proposed text.

         8.7      Compliance with Statutory Requirements. Nothing in this
                  Agreement will be construed as preventing or in any way
                  inhibiting either Party from complying with statutory or
                  regulatory requirements governing the development,
                  manufacture, use, sale, or other distribution, of
                  Collaboration Product in any manner that it reasonably deems
                  appropriate, including, for example, by disclosing to
                  regulatory authorities Confidential Information or other
                  information received from a Party or third parties. The
                  Parties will take reasonable measures to assure that no
                  unauthorized


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                  use or disclosure is made by others to whom access to such
                  information is granted under this Section 8.7.

         8.8      Compelled Disclosure. In the event that a Party ("Disclosing
                  Party") is legally compelled (by deposition, interrogatory,
                  request for documents, subpoena, civil investigation demand or
                  similar process) to disclose any Confidential Information, the
                  Disclosing Party will provide prompt prior written notice of
                  such compulsion to the other Party, so that the other Party
                  may seek a protective order or other appropriate remedy or, if
                  appropriate, waive compliance with the terms of this
                  Agreement. In the event that such protective order or other
                  remedy is not obtained, the Disclosing Party will disclose
                  only that portion of Confidential Information that it is
                  advised by opinion of counsel is legally required to be
                  disclosed, or else stand liable for contempt or suffer other
                  censure or penalty, and will exercise its best effort to
                  obtain reliable assurance that confidential treatment required
                  hereby will be accorded such Confidential Information; and the
                  Disclosing Party will not be liable for such disclosure unless
                  such disclosure was caused by or resulted from a previous
                  disclosure by the Disclosing Party not permitted by this
                  Agreement.


9.       REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMERS

         9.1      Each Party represents, warrants and covenants to the other
                  Party that:

                  (A)      it has the corporate power and authority and legal
                           right to enter into this Agreement and to perform its
                           obligations hereunder;

                  (B)      the execution and delivery of this Agreement and the
                           performance of the transactions contemplated thereby
                           have been duly authorized by all necessary corporate
                           action of the Party;

                  (C)      the execution and delivery of this Agreement and the
                           performance by the Party of any of its obligations
                           under this Agreement do not and will not:

                           (1)      conflict with, or constitute a breach or
                                    violation of, any other contractual
                                    obligation to which it is a Party, any
                                    judgment of any court or governmental body
                                    applicable to the Party or its properties,
                                    or, to the Party's knowledge, any statute,
                                    decree, order, rule or regulation of any
                                    court or governmental agency or body
                                    applicable to the Party or its properties;
                                    and

                           (2)      require any consent or approval of any
                                    governmental authority or other person;


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                  (D)      each Party will, to the best of its knowledge without
                           undertaking a special investigation, disclose to the
                           other Party any material adverse proceedings, claims
                           or actions that arise that would materially interfere
                           with that Party's performance of its obligations
                           under this Agreement; and

                  (E)      each Party's employees have executed or will execute
                           agreements whereby all right, title and interest in
                           any Intellectual Property Rights will be assigned to
                           their respective employers.

         9.2      Freedom to Operate. deCODE represents and warrants to ABG
                  that, to the best of its knowledge, the incorporation of any
                  Existing deCODE Genotyping Software into Collaboration
                  Products hereunder will be free from infringement of patent,
                  copyright or other Intellectual Property Rights of third
                  parties.

         9.3      Rights Under Incorporated Third-Party Software. deCODE
                  represents and warrants that, to the best of its knowledge,
                  after undertaking a reasonable investigation, ABG and ABG's
                  customers will have all Intellectual Property Rights in any
                  third-party software, or software derived from third party
                  software, incorporated in any Existing deCODE Genotyping
                  Software incorporated in Collaboration Products necessary to
                  freely utilize such Existing deCODE Genotyping Software
                  without any obligation to any third party.

         9.4      Disclaimers. NOTHING CONTAINED IN THIS AGREEMENT WILL BE
                  CONSTRUED AS:

                  (A)      A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO
                           THE VALIDITY, ENFORCEABILITY, OR SCOPE OF ANY PATENT;

                  (B)      A WARRANTY OR REPRESENTATION THAT ANY MANUFACTURE,
                           SALE, OFFER FOR SALE, LEASE, IMPORT, USE OR OTHER
                           DISPOSITION OF ANY COLLABORATION PRODUCTS HEREUNDER
                           WILL BE FREE FROM INFRINGEMENT OF PATENT, COPYRIGHT
                           OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD
                           PARTIES, EXCEPT FOR THE REPRESENTATIONS AND
                           WARRANTIES SET FORTH AT SECTIONS 9.2 AND 9.3;

                  (C)      A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH
                           RESPECT TO THEIR ENFORCEMENT OF ANY PATENT INCLUDING
                           WITHOUT LIMITATION THE PROSECUTION, DEFENSE OR
                           CONDUCT OF ANY ACTION OR SUIT CONCERNING INFRINGEMENT
                           OF ANY SUCH PATENT;


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                  (D)      CONFERRING ANY RIGHT TO USE IN ADVERTISING,
                           PUBLICITY, OR OTHERWISE, ANY TRADEMARK, TRADE NAME OR
                           NAMES, OR ANY CONTRACTION, ABBREVIATION OR SIMULATION
                           THEREOF, OF EITHER PARTY;

                  (E)      AN OBLIGATION UPON EITHER PARTY TO MAKE ANY
                           DETERMINATION AS TO THE APPLICABILITY OF ANY OF ITS
                           PATENTS TO ANY COLLABORATION PRODUCT;

                  (F)      AN INDUCEMENT BY ONE PARTY TO THE OTHER TO USE ANY
                           PATENTS OR TO MAKE, USE, OR SELL COLLABORATION
                           PRODUCTS COVERED BY ANY PATENTS, OR AN INDUCEMENT OF
                           THE OTHER PARTY'S CUSTOMERS TO PURCHASE OR OTHERWISE
                           USE COLLABORATION PRODUCTS COVERED BY ANY PATENTS;

                  (G)      AN ADMISSION BY EITHER PARTY THAT ANY OF ITS
                           COLLABORATION PRODUCTS INFRINGE ANY PATENTS OF THE
                           OTHER PARTY; OR

                  (H)      A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH
                           RESPECT TO THE MERCHANTABILITY, OR FITNESS FOR A
                           PARTICULAR PURPOSE, OF ANY COLLABORATION PRODUCTS
                           HEREUNDER.


10.      INDEMNIFICATION; LIMITATION OF LIABILITY

         10.1     ABG's Indemnity. ABG will defend, indemnify and hold harmless
                  deCODE and its Affiliates, and their respective directors,
                  officers, employees and agents, from and against any judgment,
                  damage, liability, loss, cost or other expense, including
                  legal fees ("Liability"), arising out of or resulting from any
                  third-party claims made or proceedings brought against deCODE
                  to the extent that the Liability arises from the following:

                  (A)      The willful misconduct, recklessness, gross
                           negligence or fraudulent acts or omissions of ABG or
                           its Affiliates, and their respective directors,
                           officers, employees and agents in connection with the
                           development, marketing, manufacture, storage,
                           handling, commercialization, distribution, use or
                           sale of Collaboration Product; or,

                  (B)      from ABG's breach of any warranty set forth in
                           Section 9.


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         10.2     deCODE's Indemnity. deCODE will defend, indemnify and hold
                  harmless ABG and its Affiliates, and their respective
                  directors, officers, employees and agents, from and against
                  any Liability, arising out of or resulting from any
                  third-party claims made or proceedings brought against ABG to
                  the extent that the Liability arises from the following:

                  (A)      The willful misconduct, recklessness, gross
                           negligence or fraudulent acts or omissions of deCODE
                           or its Affiliates, and their respective directors,
                           officers, employees and agents in connection with the
                           development, marketing, manufacture,
                           commercialization, use or sale of Collaboration
                           Product; or,

                  (B)      from deCODE's breach of any warranty set forth in
                           Section 9.

         10.3     Notice; Choice of Attorney. A person that intends to claim
                  indemnification under this Section 10 (the "Indemnitee") will
                  promptly notify the other Party (the "Indemnitor") of any
                  Liability in respect of which the Indemnitee intends to claim
                  indemnification. The Indemnitor will assume the defense and
                  settlement thereof with counsel of its choice, reasonably
                  satisfactory to the other Party. An Indemnitee will have the
                  right to retain its own counsel, with the fees and expenses to
                  be paid by the Indemnitor if Indemnitor does not assume the
                  defense; or, if representation of such Indemnitee by the
                  counsel retained by the Indemnitor would be inappropriate due
                  to actual or potential material and substantial differing
                  interests between such Indemnitee and the other Party. The
                  Indemnitee's failure to deliver notice to the Indemnitor
                  promptly after the commencement of any such action, if
                  prejudicial to the Indemnitor's ability to defend the action,
                  will relieve the Indemnitor of any liability to the Indemnitee
                  under this Section 10, but the omission to deliver notice to
                  the Indemnitor will not relieve it of any liability that it
                  may have to any Indemnitee otherwise than under this Section
                  10.

         10.4     Consent Required. The indemnity provisions in this Section 10
                  will not apply to amounts paid in settlement of any Liability
                  if the settlement is effected without the consent of the
                  Indemnitor. The Indemnitor shall have the right to settle any
                  Liability at the sole discretion of the Indemnitor, provided
                  that such settlement does not compromise any obligation, or
                  right (including Intellectual Property Rights) or otherwise
                  adversely affect, the Indemnitee or the other Party.

         10.5     Cooperation. The Indemnitee under this Section 10, its
                  employees and agents, will cooperate fully with the Indemnitor
                  and its legal representatives in the investigations of any
                  action, claim or Liability covered by this indemnification. In
                  the event that each Party claims indemnity from the other and
                  one Party is finally held liable to indemnify the other, the
                  Indemnitor will additionally be liable to pay the reasonable


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                  legal costs and attorneys' fees incurred by the Indemnitee in
                  establishing its claim for indemnity.

         10.6     LIMITATION OF LIABILITY. THE LIABILITY OF A PARTY WITH RESPECT
                  TO ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS,
                  DEMANDS, DAMAGES, COSTS AND EXPENSES ARISING OUT OF ITS
                  PERFORMANCE OR NONPERFORMANCE OF ANY OBLIGATIONS UNDER THIS
                  AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, TORT
                  (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY,
                  STATUTORY OR OTHERWISE, WILL BE LIMITED TO (A) DIRECT, ACTUAL
                  DAMAGES INCURRED AS A RESULT OF THE PARTY'S FAILURE TO PERFORM
                  ITS OBLIGATIONS AS REQUIRED BY THIS AGREEMENT, AND (B) WILL
                  NOT EXCEED IN THE AGGREGATE A SUM EQUAL TO THE TOTAL AMOUNT OF
                  COLLABORATION REVENUE RECEIVED OR RETAINED BY THE PARTY UNDER
                  THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
                  PARTY OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY
                  SUBJECT MATTER OF THIS AGREEMENT, FOR ANY (A) INCIDENTAL,
                  SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR (B) DAMAGES
                  RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, OPPORTUNITY OR
                  GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT
                  FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS
                  BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING
                  DAMAGES.


11.      TERM AND TERMINATION

         11.1     Term. Unless terminated earlier as provided in this Section
                  11, this Agreement will commence on the Effective Date and
                  will remain in full force until the expiration of the
                  Non-Exclusive Period as may be extended hereunder.

         11.2     Termination

                  11.2.1   By Mutual Agreement. This Agreement may be terminated
                           without cause by mutual written agreement of the
                           Parties, effective as of the time specified in such
                           written agreement.

                  11.2.2   Bankruptcy or Material Breach. This Agreement may be
                           terminated by either Party,

                           (A)      in the event the other Party files in any
                                    court or agency under any statute or
                                    regulation of any state or country, a


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                                    petition in bankruptcy or insolvency or for
                                    reorganization or for the appointment of a
                                    receiver or trustee of the other Party or of
                                    its assets, or if the other Party proposes a
                                    written agreement of composition or
                                    extension of its debts, or if the other
                                    Party will be served with an involuntary
                                    petition against it, filed in any insolvency
                                    proceeding, and the petition is not
                                    dismissed within 60 days after the filing
                                    thereof, or if the other Party will propose
                                    or be a Party to any dissolution or
                                    liquidation, or if the other Party will make
                                    an assignment for the benefit of creditors,
                                    subject in any case to applicable bankruptcy
                                    laws; or

                           (B)      upon any material breach of this Agreement
                                    by the other Party; except that,

                                    (1)      the Party alleging such breach must
                                             first give the other Party written
                                             notice thereof, which notice must
                                             state the nature of the breach in
                                             reasonable detail and the other
                                             Party must have failed to cure such
                                             alleged breach within 60 days after
                                             receipt of the notice; and

                                    (2)      the Party alleging the breach must
                                             terminate the Agreement within 1
                                             year of first giving the other
                                             Party such written notice.

                  11.2.3   Survival of Obligations. Upon any termination of this
                           Agreement, by expiration of the term or otherwise,
                           neither Party will be relieved of any obligations
                           incurred prior to such termination. Despite any
                           termination of this Agreement, the rights and
                           obligations of the Parties under, and the provisions
                           of Sections 1, 2.2, 3.8, 4.2.2.7, 5.2, 5.3, 7.1, 7.2,
                           7.5 (solely with respect to suits commenced before
                           the effective date of termination of this Agreement),
                           8, 9.4, 10, 11.2.3, 11.2.5, 11.2.6 and 12, as well as
                           any other provisions that by their nature are
                           intended to survive any termination, will survive and
                           continue to be enforceable.

                  11.2.4

                  Termination Upon Notice. ABG may terminate this Agreement upon
                  sixty (60) days notice to deCODE, provided however, that such
                  notice is give after the first anniversary of the Effective
                  Date. Upon termination pursuant to this Section 11.2.4, ABG
                  may elect to continue, by its own efforts and at its sole
                  expense, to exclusively market only those Collaboration
                  Products which were being sold or marketed by the Parties at
                  the time of such termination, for the remainder of the initial
                  Exclusive Period, and the associated Non-Exclusive Period,
                  without the right of


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                  extension of the Exclusive Period (the "Marketing Option"). In
                  order to exercise the Marketing Option, ABG must delivery
                  written notice to deCODE which notice shall acknowledge ABG's
                  obligation to continue to share Collaboration Profit with
                  deCODE as set forth in Section 5.2 of the Agreement. In the
                  event ABG elects to so exercise the Marketing Option, then in
                  addition to the provisions set forth in Section 11.2.3,
                  Sections 7.3.1 and 7.3.3 shall survive the termination of this
                  Agreement but only until the expiration of the time period
                  specified in the Marketing Option.

                  11.2.5   Access To Software Escrow Account. In the event that
                           the Agreement is terminated by ABG under Section
                           11.2.2(A), and subject to applicable law, ABG will be
                           permitted to obtain access to the materials deposited
                           in the Software Escrow Account established pursuant
                           to Section 4.6 ("Escrow Materials") pursuant to and
                           in accordance with the terms and conditions of the
                           Preferred Software Escrow Agreement.

                  11.2.6   Access to Source Code Upon Expiration or Termination
                           of this Agreement. In the event that, following the
                           expiration or termination of this Agreement, ABG
                           continues to maintain Collaboration Products under
                           any Software Maintenance Plan(s) and/or Custom
                           Maintenance Plan(s), deCODE agrees to provide ABG
                           with (i) access to all relevant source code for the
                           Collaboration Products subject to such Software
                           Maintenance Plan(s) and/or Custom Maintenance
                           Plan(s), (ii) reasonable assistance with respect to
                           ABG's utilization of such relevant source code, and
                           (iii) a continued license to use the source code
                           strictly for the purposes set forth in this Section
                           11.2.6; provided, however, that (i) ABG's use of such
                           source code shall be strictly limited to providing
                           contracted for maintenance services under Software
                           Maintenance Plan(s) and/or Custom Maintenance
                           Plan(s), and (ii) ABG shall continue to share all
                           Collaboration Profit from such Software Maintenance
                           Plan(s) and/or Custom Maintenance Plan(s) with deCODE
                           as set forth in Section 5.2 of this Agreement as if
                           this Agreement was still in full force and effect.


12.      GENERAL PROVISIONS

         12.1     Force Majeure. Except for the payment of money, if the
                  performance of any part of this Agreement by either Party, or
                  of any obligation under this Agreement, is prevented,
                  restricted, interfered with or delayed by reason of any cause
                  beyond the reasonable control of the Party liable to perform,
                  unless conclusive evidence to the contrary is provided, the
                  Party so affected will, upon giving written notice to the
                  other Party, be excused from the performance to the extent of
                  the prevention, restriction, interference or delay; provided,
                  however, the affected Party will use its


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                  reasonable best efforts to avoid or remove the causes of
                  non-performance and will continue performance with the utmost
                  dispatch whenever the causes are removed. When the
                  circumstances arise, the Parties will discuss what, if any,
                  modification of the terms of this Agreement may be required in
                  order to arrive at an equitable solution.

         12.2     Governing Law; Attorneys' Fees. This Agreement will be deemed
                  to have been made in the State of Delaware, and its form,
                  execution, validity, construction and effect will be
                  determined in accordance with the laws of the State of
                  California, without reference to conflicts of law principles.
                  Any suit arising out of or relating to this Agreement must be
                  brought and tried only in the State or Federal courts in New
                  York County, New York. In the event that any Party shall
                  commence any proceeding to enforce or interpret the provisions
                  of this Agreement, the prevailing Party in any such action or
                  proceeding will be entitled to recover reasonable attorneys'
                  fees and costs incurred in connection with such suit, action
                  or proceeding in addition to whatever other remedies may also
                  be available.

         12.3     Books and Records. Using a Party's customary practices and
                  procedures in accordance with GAAP, each Party will keep and
                  maintain proper and complete records and books of account
                  sufficient in detail to enable the verification of monies
                  spent and received by each Party in connection with each
                  Party's obligations under this Agreement, including, but not
                  limited to, Collaboration Revenue and Collaboration Profit.
                  The books and records will be retained for a period of at
                  least 3 years after the end of the period for which such books
                  and records pertain. Each Party will have the right from time
                  to time (not to exceed once per calendar year) during normal
                  business hours and upon 2 weeks written notice, to inspect in
                  confidence, or have an agent, accountant or other
                  representative inspect in confidence, the books and records.
                  The Party initiating the inspection will bear the costs
                  thereof unless the inspection reveals a discrepancy
                  unfavorable to that Party of at least 10%, in which case the
                  other Party will pay the costs of the inspection. If the
                  inspection results in a final determination that amounts have
                  been overstated or understated, the applicable amount will be
                  refunded or paid promptly by the appropriate Party, which
                  shall in no case be more than 30 days. The inspecting Party
                  will treat all information learned in the course of any audit
                  or inspection as Confidential Information, and will maintain
                  such Confidential Information in strict confidence, except to
                  the extent necessary for the Party to reveal such information
                  in order to enforce its rights under this Agreement or if
                  disclosure is required by law. The public accounting firm
                  employees shall sign a customary confidentiality agreement as
                  a condition precedent to their inspection, and shall report to
                  the inspecting Party only that information which would be
                  contained in a properly prepared royalty report.


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         12.4     Severability. If a court or an arbitrator of competent
                  jurisdiction holds any provision of this Agreement to be
                  illegal, unenforceable, or invalid, in whole or in part for
                  any reason, that provision will be deemed severed from the
                  rest of the Agreement, and the validity and enforceability of
                  the remaining provisions, or portions thereof, will not be
                  affected.

         12.5     Entire Agreement. This Agreement and all exhibits referred to
                  in this Agreement, together with the Preferred Software Escrow
                  Agreement constitute the final, complete, and exclusive
                  statement of the terms of the agreement between the Parties
                  pertaining to the subject matter of this Agreement and
                  supersedes all prior and contemporaneous understandings or
                  agreements of the Parties. No Party has been induced to enter
                  into this Agreement by, nor is any Party relying on, any
                  representation or warranty outside those expressly set forth
                  in this Agreement.

         12.6     Modification of Agreement. No terms or conditions of this
                  Agreement will be varied or modified by any prior or
                  subsequent statement, conduct or act of either of the Parties,
                  except that the Parties may supplement, amend, or modify this
                  Agreement by written instruments specifically referring to,
                  and executed in the same manner as, this Agreement.

         12.7     Assignment. Neither Party has the power to assign this
                  Agreement nor any of its rights or obligations hereunder
                  without the prior written consent of the other Party, except
                  that either Party may assign this Agreement or any of its
                  rights or obligations to any Affiliate or to any third party
                  with which it may merge or consolidate, or to which it may
                  transfer all or substantially all of its assets to which this
                  Agreement relates, without obtaining the consent of the other
                  Party. Any unauthorized assignment will be void. Subject to
                  the foregoing, the rights and obligations of the Parties will
                  bind and inure to the benefit of their respective successors
                  and assigns.

         12.8     Relationship. Nothing contained in this Agreement will be
                  construed to make the Parties' partners, joint venturers,
                  principles, agents or employees of the other. Neither Party
                  will have the right, power, or authority, express or implied,
                  to bind the other Party.

         12.9     Waiver. No waiver of a breach, failure of any condition, or
                  any right or remedy, contained in or granted by the provisions
                  of this Agreement will be effective unless it is in writing
                  and signed by the Party waiving the breach, failure, right or
                  remedy. No waiver of any breach, failure, right or remedy will
                  be deemed a waiver of any other breach, failure, right or
                  remedy, whether or not similar, nor will any waiver constitute
                  a continuing waiver unless the writing so specifies.

         12.10    Export Control Regulations. The rights and obligations of the
                  Parties under this Agreement, shall be subject in all respects
                  to United States laws and regulations as shall from time to
                  time govern the license and delivery


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                  of technology and products abroad, including the United States
                  Foreign Assets Control Regulations, Transaction Control
                  Regulations and Export Control Regulations, as amended, and
                  any successor legislation issued by the Department of
                  Commerce, International Trade Administration, or Office of
                  Export Licensing. Without in any way limiting the provisions
                  of this Agreement, each Party agrees that, unless prior
                  authorization is obtained from the Office of Export Licensing,
                  it will not export, reexport, or transship, directly or
                  indirectly, to any country, any of the technical data
                  disclosed to it by the other party hereto if such export would
                  violate the laws of the United States or the regulations of
                  any department or agency of the United States Government

         12.11    Construction.

                  12.11.1  Headings; Sections and Exhibits. Headings contained
                           in this Agreement are for convenience only and will
                           not be used in the interpretation of this Agreement.
                           References herein to sections and exhibits are to the
                           sections and exhibits, respectively, of this
                           Agreement. The exhibits are hereby incorporated
                           herein by reference and made a part of this
                           Agreement. Should any inconsistency exist or arise
                           between a provision of this Agreement and a provision
                           of any exhibit or other incorporated writing, the
                           provision of this Agreement will prevail.

                  12.11.2  No Construction Against Drafter. Each Party and its
                           counsel have participated fully in the review and
                           revision of this Agreement. Any rule of construction
                           to the effect that ambiguities are to be resolved
                           against the drafting Party will not apply in
                           interpreting this Agreement.

                  12.11.3  Certain Words and Terms. Unless the context clearly
                           requires otherwise,

                           (A)      the plural and singular numbers will each be
                                    deemed to include the other;

                           (B)      the masculine, feminine, and neuter genders
                                    will each be deemed to include the others;

                           (C)      "will," "will agree," or "agrees" are
                                    mandatory, and "may" is permissive;

                           (D)      "or" is not exclusive; and

                           (E)      "includes" and "including" are not limiting.


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         12.12    Counterparts. This Agreement may be executed in any number of
                  counterparts, and each counterpart will be deemed an original
                  instrument, but all counterparts together will constitute but
                  one agreement.

         12.13    Counting Days. Unless otherwise specified, "days" will be
                  considered calendar days. Calendar days will be counted by
                  excluding the first day and including the last day, unless the
                  last day is a Saturday, Sunday, or a legal holiday, and then
                  it will be excluded. "Business days" will exclude Saturdays,
                  Sundays, and all legal holidays in the United States and
                  Iceland.

         12.14    Notices.

                  12.14.1  Sufficient Notice. All notices, requests, demands, or
                           other communications under this Agreement will be in
                           writing. Notice will be sufficiently given for all
                           purposes as follows:

                           (A)      when personally delivered to the recipient,
                                    notice is effective on delivery;

                           (B)      when mailed certified mail, return receipt
                                    requested, notice is effective on receipt,
                                    if delivery is confirmed by a return
                                    receipt;

                           (C)      when delivered by Federal
                                    Express/Airborne/United Parcel Service/DHL
                                    WorldWide, or United States Express Mail,
                                    charges prepaid or charged to the sender's
                                    account, notice is effective on delivery, if
                                    delivery is confirmed by the delivery
                                    service; and

                           (D)      when sent by telex or fax to the last telex
                                    or fax number of the recipient known to the
                                    Party giving notice, notice is effective on
                                    receipt, provided that

                                    (1)      a duplicate copy of the notice is
                                             promptly given by first-class or
                                             certified mail or by
                                             overnight delivery, or

                                    (2)      the receiving Party delivers a
                                             written confirmation of receipt.
                                             Any notice given by telex or fax
                                             will be deemed received on the next
                                             business day if it is received
                                             after 5:00 p.m. (recipient's time)
                                             or on a non-business day.

                  12.14.2  Notice Refused, Unclaimed, Or Undeliverable. Any
                           correctly addressed notice that is refused,
                           unclaimed, or undeliverable because of an act or
                           omission of the Party to be notified will be deemed
                           effective as of the first date that said notice was
                           refused,


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                           unclaimed, or deemed undeliverable by the postal
                           authorities, messenger, or overnight delivery
                           service.

                  12.14.3  Addresses. Addresses for purpose of giving notice are
                           as follows:



                  If to deCODE:      deCODE genetics, ehf.
                                     Hlioarsmari 15,
                                     200 Kopavogur,
                                     Iceland
                                     FAX No.: 011-354 (570) 1902
                                     Attn.: President

                  If to ABG:         Applied Biosystems
                                     850 Lincoln Centre Drive
                                     Foster City, CA 94404
                                     FAX No.: 650-638-6677
                                     Attn.: Legal Department


[Signature Page Follows]






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                                                                  EXECUTION COPY


The Parties , through their authorized officers, have executed this Agreement as
of the Effective Date.

deCODE GENETICS, ehf.                             PE CORPORATION (NY), THROUGH
                                                  ITS APPLIED BIOSYSTEMS GROUP



By: /s/ Kari Stefansson                           By: /s/ Michael W. Hunkapiller
   --------------------------------                  ---------------------------

Name: Kari Stefansson                             Name: Michael W. Hunkapiller
     --------------------------------                  -------------------------

Title: CHIEF EXECUTIVE OFFICER                    Title: Senior Vice President
      --------------------------------                   and President Applied
                                                         Biosystems Group
                                                        ------------------------

Date: July 16, 2001                               Date: July 16, 2001
     --------------------------------                  -------------------------







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                                    EXHIBIT A

                               SOFTWARE COMPONENTS


The following describes the division of Existing deCODE Genotyping Software into
independently deployable components ("Components"). The aim of this division is
to allow customers to obtain only those components that they need, since
offering a single monolithic application is often a significant impediment in a
marketplace where customers have their own development groups and where
integration with existing software systems is necessary.

To provide ABG with the flexibility it needs to commercialize Existing deCODE
Genotyping Software in the form of Collaboration Products, each of these
Components would interact with each other exclusively through documented
application programming interfaces ("APIs"). deCODE would design, in
consultation with ABG, and implement and test these APIs, and would provide to
ABG documentation and support in their use sufficient for ABG to utilize the
Components in an integrated system adapted to a customers requirements.
Documentation of these APIs would not be provided to customers or to any other
third parties.

Collaboration Product Components would interact with ABG software through ABG
APIs.

A.      GenoType Project Administrator (GTPA)

The GTPA would be the Component that serves as the primary interface between the
user and the various other Components of the Collaboration Product. In general,
the user would access Components from the GTPA user interface. Most data used
and generated by other Components would be represented in the GTPA UI. In
general, the GTPA Component would serve as the "system dashboard" for the
Collaboration Product.

B.      GenoTypeLabManager (GTLM)

The GTLM Component would be used for genotype run scheduling; viewing and
prioritizing genotype runs, panel preparation, PCR scheduling and rescheduling.
It would include detailed view of each plate run and integration with a general
search functionality. The GTLM would enforce the registration of run information
through barcode scanning at various checkpoints in the workflow. This module
would be integrated with the ABG LIMS System through ABG APIs.

C.      GenoTypeResultManager (GTRM)

The GTRM Component would provide all tools for automated calling of alleles and
quality values from "raw" instrument data, perform various consistency checks
and quality control operations against the called alleles, and provide all the
user interface tools for viewing, editing, and manipulating the allele calls and
"drilling down" to the "raw" instrument data. deCODE would remove all
third-party code from the GTRM



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Component (e.g., TrueAllele) and replace such code with operationally-equivalent
deCODE code that was not improperly derived from third party code. The GTRM
would be based on modules that are appropriate for each genotyping method (e.g.,
micro-satellites and SNPs) and the quality control parameters may be method
dependent. This module would also provide a tool for exporting selections of the
genotypes into third-party tools or a verified genotype database used by the
optional downstream analysis components in the GTPA.

This module would be integrated with the ABG LIMS System through ABG APIs;
specifically, it would use the object model and other representational elements
of genotyping results that are in the ABG LIMS System, and would preserve ABG
LIMS System user interface as the primary interface from which genotyping
results are viewed and edited. It is anticipated that users would launch the
GTRM from the ABG LIMS System genotyping results management user interface.

D.      Integration with ABG LIMS System Marker and Assay Management

All deCODE components would, wherever appropriate, integrate with the Genotype
Marker and Assay Management capabilities of the ABG LIMS System through the
API's provided by ABG.

E.      Miscellaneous Core Utilities

Examples of Miscellaneous Core Utilities would include Import Tools,
Administrative Tools (e.g., set up of users, roles, and other necessary software
configuration options).

F.      Integration with ABG LIMS System

All Collaboration Product Components would be modified to use the ABG LIMS
System for all sample, container, and location management data and capabilities.
These capabilities include sample logging, tracking of sub-sampling and sample
pooling operations, representing and recording transfers of samples among
containers of various types, and tracking the physical location of samples
within a laboratory.

Other Collaboration Product Components would use the information (e.g., sample
IDs, sample locations, containers, etc.) that is generated and managed by the
ABG LIMS System.

G.      PedigreeManagement

This component provides features to compute the layout of pedigree drawings,
editing, importing, exporting and other manipulation related to pedigrees.
deCODE would remove all third-party code from this Component (e.g., Cyrillic)
and replace such code with operationally-equivalent deCODE code.

H.      PhenotypeQueryTool

This component provides more advanced query tool options, beyond the basic
capabilities in GTPA, for defining patient sets from phenotypes and other
relevant



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parameters. This module would be of interest for users with wealth of phenotypic
data where patient stratification can be of importance.

I.      Linkage And Association Tools

This component provides genetic analysis tools through deCODE's advanced Allegro
calculation engine and other simpler statistical algorithms. Appropriate GUI
modules for viewing the results are provided as well which are integrated into
the GTPA framework.

J.      Haplotype Analysis

This component provides advanced analytical tools to calculate haplotypes from
genotypes, framework for viewing haplotypes in tabular and pedigree view as well
as data-mining algorithms to discover important patterns in haplotypes.





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                                    EXHIBIT B

                         PREFERRED SOFTWARE ESCROW AGREEMENT


                      Account Number
                                     ------------------------


This Agreement is effective __________________, 2001 among DSI Technology Escrow
Services, Inc. ("DSI"), deCODE genetics, ehf. ("Depositor") and PE Corporation
(NY) through its Applied Biosystems Group ("Preferred Beneficiary"), who
collectively may be referred to in this Agreement as "the parties."

A.      Depositor and Preferred Beneficiary have entered or will enter into a
license agreement, development agreement, and/or other agreement regarding
certain proprietary technology of Depositor, having an effective date of July
16, 2001 (referred to in this Agreement as "the License Agreement").

B.      Depositor desires to avoid disclosure of its proprietary technology
except under certain limited circumstances.

C.      The availability of the proprietary technology of Depositor is critical
to Preferred Beneficiary in the conduct of its business and, therefore,
Preferred Beneficiary needs access to the proprietary technology under certain
limited circumstances.

D.      Depositor and Preferred Beneficiary desire to establish an escrow with
DSI to provide for the retention, administration and controlled access of the
proprietary technology materials of Depositor.

E.      The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).


ARTICLE 1  --  DEPOSITS

1.1     Obligation to Make Deposit. Upon the signing of this Agreement by the
parties, Depositor shall deliver to DSI the proprietary technology and other
materials ("Deposit Materials") required to be deposited by the License
Agreement or, if the License Agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on an Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.

1.2     Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape,



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disk, or other tangible media upon which the Deposit Materials are written or
stored. Additionally, Depositor shall complete Exhibit B to this Agreement by
listing each such tangible media by the item label description, the type of
media and the quantity. The Exhibit B must be signed by Depositor and delivered
to DSI with the Deposit Materials. Unless and until Depositor makes the initial
deposit with DSI, DSI shall have no obligation with respect to this Agreement,
except the obligation to notify the parties regarding the status of the deposit
account as required in Section 2.2 below.

1.3     Deposit Inspection. When DSI receives the Deposit Materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Deposit Materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
Deposit Materials in accordance with Section 1.6 below.

1.4     Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit
Materials have been received and accepted by DSI.

1.5     Depositor's Representations. Depositor represents as follows:

        a.      Depositor lawfully possesses all of the Deposit Materials
                deposited with DSI;

        b.      With respect to all of the Deposit Materials, Depositor has the
                right and authority to grant to DSI and Preferred Beneficiary
                the rights as provided in this Agreement;

        c.      The Deposit Materials are not subject to any lien or other
                encumbrance;

        d.      The Deposit Materials consist of the proprietary technology and
                other materials identified either in the License Agreement or
                Exhibit A, as the case may be; and

        e.      The Deposit Materials are readable and useable in their current
                form or, if the Deposit Materials are encrypted, the decryption
                tools and decryption keys have also been deposited.

1.6     Verification. Preferred Beneficiary shall have the right, at Preferred
Beneficiary's expense, to cause a verification of any Deposit Materials. A
verification determines, in



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different levels of detail, the accuracy, completeness, sufficiency and quality
of the Deposit Materials. If a verification is elected after the Deposit
Materials have been delivered to DSI, then only DSI, or at DSI's election an
independent person or company selected and supervised by DSI, may perform the
verification. In the event DSI elects to have an independent person or company
perform the verification DSI shall require such person or entity to enter into
confidentiality agreements which incorporate provisions of the character and
scope of Section 2.1.

1.7     Deposit Updates. Unless otherwise provided by the License Agreement,
Depositor shall update the Deposit Materials within 60 days of each release of a
new version of the product which is subject to the License Agreement. Such
updates will be added to the existing deposit. All deposit updates shall be
listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor.
Each Exhibit B will be held and maintained separately within the escrow account.
An independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates shall be in accordance with
Sections 1.2 through 1.6 above. All references in this Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.

1.8     Removal of Deposit Materials. The Deposit Materials may be removed
and/or exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

1.9     Ownership. Notwithstanding anything contained herein to the contrary,
the parties recognize and acknowledge that ownership of the Deposit Materials
shall remain with Depositor at all times.


ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING

2.1     Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not copy, disclose, transfer, make available, or use the Deposit
Materials. DSI shall not disclose the content of this Agreement to any third
party. If DSI receives a subpoena or other order of a court or other judicial
tribunal pertaining to the disclosure or release of the Deposit Materials, DSI
will immediately notify the parties to this Agreement. It shall be the
responsibility of Depositor and/or Preferred Beneficiary to challenge any such
order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
court or other judicial tribunal order. (See Section 7.5 below for notices of
requested orders.)

2.2     Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the



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account history pertaining to this Agreement upon the request of any party to
this Agreement.

2.3     Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.


ARTICLE 3  --  GRANT OF RIGHTS TO DSI

3.1     Right to Make Copies. DSI shall have the right to make copies of the
Deposit Materials only as reasonably necessary to perform this Agreement. DSI
shall copy all copyright, nondisclosure, and other proprietary notices and
titles contained on the Deposit Materials onto any copies made by DSI. With all
Deposit Materials submitted to DSI, Depositor shall provide any and all
instructions as may be necessary to duplicate the Deposit Materials including
but not limited to the hardware and/or software needed.

3.3     Right to Transfer Upon Release. Depositor hereby grants to DSI the right
to transfer the Deposit Materials to Preferred Beneficiary for use by Preferred
Beneficiary in accordance with Section 4.5 only upon the occurrence of a Release
Condition and only in accordance with the provisions of Article 4. Except upon
such a release or as otherwise provided in this Agreement, DSI shall not
transfer the Deposit Materials.


ARTICLE 4  -- RELEASE OF DEPOSIT

4.1     Release Conditions. As used in this Agreement, "Release Condition" shall
mean the following:

        a.      Depositor's material breach of the License Agreement which
breach has not been cured within the applicable cure period; or

        b.      Depositor has ceased to conduct business.

4.2     Filing For Release. If Preferred Beneficiary believes in good faith that
a Release Condition has occurred, Preferred Beneficiary may provide to DSI
written notice of the occurrence of the Release Condition along with:

        a.      evidence satisfactory to DSI that Preferred Beneficiary has
                previously notified Depositor of such Release Condition in
                writing;

        b.      a written demand that the Deposit Materials be released and
                delivered to Preferred Beneficiary;



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        c.      a written undertaking from the Preferred Beneficiary that the
                Deposit Materials being released to the Preferred Beneficiary
                will be used only as permitted under the terms of the License
                Agreement; and

        d.      specific instructions from the Preferred Beneficiary for the
                delivery of the Deposit Materials.

Upon receipt of such notice, DSI shall provide a copy of the notice and all
supporting documentation provided by Preferred Beneficiary pursuant to (a)
through (d) to Depositor by commercial express mail.

4.3     Contrary Instructions. From the date DSI mails the notice requesting
release of the Deposit Materials, Depositor shall have twenty business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by Depositor that a Release Condition has not occurred or
has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to
Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify
both Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to the Dispute Resolution section (Section 7.3) of this Agreement.
Subject to Section 5.2, DSI will continue to store the Deposit Materials without
release pending (a) joint instructions from Depositor and Preferred Beneficiary;
(b) resolution pursuant to the Dispute Resolution provisions of Section 7.3; or
(c) order of a court.

4.4     Release of Deposit. If DSI does not receive Contrary Instructions from
the Depositor, DSI is authorized to release the Deposit Materials to the
Preferred Beneficiary or, if more than one beneficiary is registered to the
deposit, to release a copy of the Deposit Materials to the Preferred
Beneficiary. However, DSI is entitled to receive any fees due DSI before making
the release. Any copying expense in excess of $300 will be chargeable to
Preferred Beneficiary. This Agreement will terminate upon the release of the
Deposit Materials held by DSI.

4.5     Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
4, Preferred Beneficiary shall have the right to use the Deposit Materials
solely in accordance with the provisions of the License Agreement. Preferred
Beneficiary shall be obligated to maintain the confidentiality of the released
Deposit Materials.


ARTICLE 5  --  TERM AND TERMINATION

5.1     Term of Agreement. The initial term of this Agreement is for a period of
one year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing
that the Agreement is terminated; or (b) the Agreement is terminated by DSI for
nonpayment in accordance with Section 5.2. If the Deposit Materials are subject
to another escrow agreement with DSI, DSI reserves the right, after the initial
one year term, to adjust the anniversary date



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of this Agreement to match the then prevailing anniversary date of such other
escrow arrangements.

5.2     Termination for Nonpayment. In the event of the nonpayment of fees owed
to DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one month of the date of such notice, then DSI shall have the right
to terminate this Agreement at any time thereafter by sending written notice of
termination to all parties. DSI shall have no obligation to take any action
under this Agreement so long as any payment due to DSI remains unpaid.

5.3     Disposition of Deposit Materials Upon Termination. Upon termination of
this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit
Materials in accordance with Depositor's instructions. If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or
return them to Depositor. DSI shall have no obligation to return or destroy the
Deposit Materials if the Deposit Materials are subject to another escrow
agreement with DSI.

5.4     Survival of Terms Following Termination. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:

        a.      Depositor's Representations (Section 1.5);

        b.      The obligations of confidentiality with respect to the Deposit
Materials (Section 2.1);

        c.      The rights and obligations granted in the sections entitled
                Right to Transfer Upon Release (Section 3.2) and Right to Use
                Following Release (Section 4.5), if a release of the Deposit
                Materials has occurred prior to termination;

        d.      The obligation to pay DSI any fees and expenses due;

        e.      The provisions of Article 7; and

        f.      Any provisions in this Agreement which specifically state they
                survive the termination or expiration of this Agreement.


ARTICLE 6  --  DSI'S FEES

6.1     Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 90 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.



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                                                                  EXECUTION COPY


6.2     Payment Terms. DSI shall not be required to perform any service unless
the payment for such service and any outstanding balances owed to DSI are paid
in full. Fees are due upon receipt of a signed contract or receipt of the
Deposit Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.


ARTICLE 7  --  LIABILITY AND DISPUTES

7.1     Right to Rely on Instructions. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

7.2     Indemnification. DSI shall be responsible to perform its obligations
under this Agreement and to act in a reasonable and prudent manner with regard
to this escrow arrangement. Provided DSI has acted in the manner stated in the
preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify,
defend and hold harmless DSI from any and all claims, actions, damages,
arbitration fees and expenses, costs, attorney's fees and other liabilities
incurred by DSI relating in any way to this escrow arrangement.

7.3     Dispute Resolution. Any dispute relating to or arising from this
Agreement shall be resolved by arbitration under the Commercial Rules of the
American Arbitration Association. Unless otherwise agreed by Depositor and
Preferred Beneficiary, arbitration will take place in San Diego, California,
U.S.A. Any court having jurisdiction over the matter may enter judgment on the
award of the arbitrator(s). Service of a petition to confirm the arbitration
award may be made by First Class mail or by commercial express mail, to the
attorney for the party or, if unrepresented, to the party at the last known
business address.

7.4     Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

7.5     Notice of Requested Order. If any party intends to obtain an order from
the arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking any action, that party shall:

        a.      Give DSI at least two business days' prior notice of the
                hearing;

        b.      Include in any such order that, as a precondition to DSI's
                obligation, DSI be paid in full for any past due fees and be
                paid for the reasonable value of the services to be rendered
                pursuant to such order; and



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<PAGE>   54
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        c.      Ensure that DSI not be required to deliver the original (as
                opposed to a copy) of the Deposit Materials if DSI may need to
                retain the original in its possession to fulfill any of its
                other duties.

ARTICLE 8  --  GENERAL PROVISIONS

8.1     Entire Agreement. This Agreement, which includes the Exhibits described
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License
Agreement between Depositor and Preferred Beneficiary and has no knowledge of
any of the terms or provisions of any such License Agreement. DSI's only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except that Exhibit A need not
be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and
Exhibit C need not be signed.

8.2     Notices. All notices, invoices, payments, deposits and other documents
and communications shall be given to the parties at the addresses specified in
the attached Exhibit C. It shall be the responsibility of the parties to notify
each other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.

8.3     Severability. In the event any provision of this Agreement is found to
be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity of
this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.

8.4     Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

8.5     Regulations. Depositor and Preferred Beneficiary are responsible for and
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.





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<PAGE>   55
                                                                  EXECUTION COPY



------------------------------------       -----------------------------------
Depositor                                  Preferred Beneficiary
By:                                        By:
   ---------------------------------          --------------------------------

Name:                                      Name:
     -------------------------------            ------------------------------

Title:                                     Title:
      ------------------------------             -----------------------------

Date:                                      Date:
     -------------------------------             -----------------------------





                      DSI Technology Escrow Services, Inc.

                      By:
                         ------------------------------------

                      Name:
                           ----------------------------------

                      Title:
                            ---------------------------------

                      Date:
                           ----------------------------------


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<PAGE>   56

                                                                  EXECUTION COPY


                                                                       EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                      Account Number
                                     -------------------------


Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following:










------------------------------------       -----------------------------------
Depositor                                  Preferred Beneficiary

By:                                        By:
   ---------------------------------          --------------------------------

Name:                                      Name:
     -------------------------------            ------------------------------

Title:                                     Title:
      ------------------------------             -----------------------------

Date:                                      Date:
     -------------------------------             -----------------------------



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                                                                  EXECUTION COPY


                                                                       EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

<TABLE>
<S>                                                     <C>
Depositor Company Name
                       -----------------------------------------------------------------------

Account Number
               -------------------------------------------------------------------------------

Product Name                                                     Version
             ---------------------------------------------------         ---------------------
(Product Name will appear on Account History report)

DEPOSIT MATERIAL DESCRIPTION:
Quantity       Media Type & Size                 Label Description of Each Separate
Item
                                        (Please use other side if additional space is needed)

               Disk 3.5" or
--------                    ----

               DAT tape     mm
--------                ----

               CD-ROM
--------

               Data cartridge tape
--------                           ----

               TK 70 or      tape
--------                ----

               Magnetic tape
--------                     ----

               Documentation
--------
               Other
                     -----------------------

PRODUCT DESCRIPTION:
Operating System
                 -----------------------------------------------------------------------------
Hardware Platform
                  ----------------------------------------------------------------------------

DEPOSIT COPYING INFORMATION:
Is the media encrypted?  Yes / No   If yes, please include any passwords and the decryption
tools.
Encryption tool name                                     Version
                    ------------------------------------        ------------------------------

Hardware required
                 -----------------------------------------------------------------------------
Software required
                 -----------------------------------------------------------------------------

I certify for DEPOSITOR that the above described        DSI has inspected and accepted the above
Deposit Materials have been transmitted to DSI:         materials (any exceptions are noted above):
</TABLE>




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                                                                  EXECUTION COPY

<TABLE>
<S>                                                <C>
Signature                                          Signature
         -------------------------------                    ----------------------------------
Print Name                                         Print Name
          ------------------------------                     ---------------------------------
Date                                               Date Accepted
    ------------------------------------                        ------------------------------
                                                   Exhibit B#
                                                             ---------------------------------
</TABLE>

 Send materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123 (858)
                                    694-1900



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                                                                  EXECUTION COPY


                                                                       EXHIBIT C

                               DESIGNATED CONTACT

                      Account Number
                                     ----------------------

<TABLE>
<S>                                               <C>
Notices, deposit material returns and
communications to Depositor                       Invoices to Depositor should be
should be addressed to:                           addressed to:

Company Name:
             -------------------------------      ----------------------------------------
Address:
        ------------------------------------      ----------------------------------------

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

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

Designated Contact:                               Contact:
                   -------------------------              --------------------------------
Telephone:
          ----------------------------------      ----------------------------------------
Facsimile:                                        P.O.#, IF REQUIRED:
          ----------------------------------                         ---------------------

Notices and communications to                     Invoices to Preferred Beneficiary
Preferred Beneficiary should be addressed to:     should be addressed to:

Company Name:
             -------------------------------      ----------------------------------------
Address:
        ------------------------------------      ----------------------------------------

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

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

Designated Contact:                               Contact:
                   -------------------------
Telephone:
          ----------------------------------
Facsimile:                                        P.O.#, IF REQUIRED:
          ----------------------------------                         ---------------------
</TABLE>

Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.


<TABLE>
<S>                                               <C>
Contracts, Deposit Materials and notices to       Invoice inquiries and fee remittances
DSI should be addressed to:                       to DSI should be addressed to:

DSI                                               DSI
Contract Administration                           Accounts Receivable
Suite 202                                         Suite 1450
9265 Sky Park Court                               425 California Street
San Diego, CA 92123                               San Francisco, CA 94104

Telephone:  (858) 694-1900                        (415) 398-7900
Facsimile:    (858) 694-1919                      (415) 398-7914

Date:
     ---------------------------------
</TABLE>


                                       13
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                                                                  EXECUTION COPY


                                    EXHIBIT C

                         ALTERNATIVE DISPUTE RESOLUTION

In the event the President of deCODE and President of ABG are unable to reach
agreement within the time period provided regarding any issue which is the
responsibility of the JSC and which has been submitted to them as provided in
Section 6.4, then such issue may be resolved by binding Alternative Dispute
Resolution ("ADR") in the manner described below:

1)      If any Party intends to begin an ADR to resolve an issue that falls
        within the responsibility of the JSC and has been escalated as provided
        in Section 6.4, such Party will provide written notice to the other
        Party and to counsel for the other Party informing the other Party of
        such intention and the issues to be resolved ("Original Notice"). Within
        10 business days after the receipt of the Original Notice, the other
        Party may by written notice to the counsel for the Party initiating ADR,
        add additional issues within the responsibility of the JSC which remain
        unresolved. From the date of receipt of the Original Notice ("Notice
        Date") and until such time as any matter has been finally settled by
        ADR, the running of the time periods in which a Party must cure a breach
        of this Agreement will be suspended as to any non-performance by a Party
        which is effected by the subject matter of the ADR.

2)      Within 5 business days following the Notice Date a neutral will be
        selected by the then President of the Center for Public Resources
        ("CPR"), 14th Floor, 366 Madison Avenue, New York, New York 10017. The
        neutral will be an individual who will preside in resolution of any
        issues within the responsibility of the JSC which remain unresolved
        after being escalated as provided in Section 6.4. The neutral selected
        will be a member of the Judicial Panel of the CPR and will not be an
        employee, director or shareholder of either a Party or of an Affiliate
        of either Party.

3)      Each Party will have 10 business days from the date the neutral is
        selected to object in good faith to the selection of that person. If
        either Party makes such an objection, the then president of the CPR will
        as soon as possible thereafter, select another neutral under the same
        conditions set forth above. This second selection will be final.

4)      No later than 90 business days after selection, the neutral will hold a
        hearing to resolve each of the issues identified by the Parties.

        a)      Each Party will have the right to be represented by counsel at
                the hearing.

        b)      The hearing will be held at such place as agreed upon by the
                Parties or if they are unable to agree at a place designated by
                the neutral.



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5)      The ADR proceeding will be confidential and the neutral will issue
        appropriate protective orders to safeguard each Parties' Confidential
        Information. Except as required by law, no Party will make (or instruct
        the neutral to make) any public announcement with respect to the
        proceedings or decision of the neutral without the prior written consent
        of each other Party. The existence of any unresolved issues within the
        responsibility of the JSC which are submitted to ADR, and the decision
        of the neutral, will be kept in confidence by the Parties and the
        neutral, except as required in connection with the enforcement of any
        decision or as otherwise required by applicable law.

6)      It is the intention of the Parties that discovery, although permitted as
        described herein, will be limited except in exceptional circumstances.
        The neutral will permit such limited discovery necessary for an
        understanding of any legitimate issue within the responsibility of the
        JSC raised in the ADR, including the production of documents. Each Party
        will be permitted but not required to take the deposition of not more
        than 5 persons, each such deposition not to exceed 6 hours in length. If
        the neutral believes that exceptional circumstances exist, and
        additional discovery is necessary for a full and fair resolution of the
        issue, the neutral may order such additional discovery as the neutral
        deems necessary. At the hearing the Parties may present testimony
        (either by live witness or deposition) and documentary evidence. The
        neutral will have sole discretion with regard to the admissibility of
        any evidence and all other materials relating to the conduct of the
        hearing.

7)      Each Party will be entitled to no more than 4 hours of hearing to
        present testimony or documentary evidence. The testimony of both Parties
        will be presented during the same calendar day. Such time limitation
        will include any direct, cross or rebuttal testimony, but such time
        limitation will only be charged against the Party conducting such
        direct, cross or rebuttal testimony. It will be the responsibility of
        the neutral to determine whether the Parties have had the 4 hours to
        which they are entitled. If the neutral believes that exceptional
        circumstances exist, and additional hearing time is necessary for a full
        and fair resolution of the issue, the neutral may order such additional
        hearing time as the neutral deems necessary.

8)      At least 15 business days prior to the date set for the hearing, each
        Party will submit to the other Party and the neutral a list of all
        documents on which such Party intends to rely in any oral or written
        presentation to the neutral and a list of all witnesses, if any, such
        Party intends to call at such hearing and a brief summary of each
        witnesses testimony.

9)      At least 5 business days prior to the hearing, each Party must submit to
        the neutral and serve on each other Party a proposed ruling on each
        issue to be resolved. Such writing will be limited to presenting the
        proposed ruling, will contain no



                                       15
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                                                                  EXECUTION COPY


        argument or analysis of the facts or issues, and will be limited to not
        more than 10 pages.

10)     Not more than 5 business days following the close of hearings, the
        Parties may each submit post hearing briefs to the neutral addressing
        the evidence and issues to be resolved. Such post hearing briefs will
        not be more than 50 pages.

11)     The neutral will rule on each issue within the responsibility of the JSC
        which remains unresolved after the hearing as expeditiously as possible,
        but in no event more than 30 days after the close of the hearing. The
        neutral will, in rendering his decision, apply the substantive law of
        the state of California, U.S.A., and without giving effect to its
        principles of conflicts of law, and without giving effect to any rules
        or laws relating to arbitration. The neutral is not empowered with the
        remedy of termination of the Agreement.

12)     Any judgment upon an award rendered by the neutral, if any, may be
        entered in any court having jurisdiction thereof. The decision rendered
        in any such ADR will be final and not appealable, except in cases of
        fraud or bad faith on the part of the neutral or any Party to the ADR
        proceeding in connection with the conduct of such proceedings, and will
        be enforceable in any court of competent jurisdiction.

13)     The neutral will have the option to assess costs and expenses to the
        non-prevailing Party, otherwise the Parties will pay their own costs
        (including, without limitation, attorneys fees) and expenses in
        connection with such ADR.




                                       16

Source: OneCLE Business Contracts.