ENZO DIAGNOSTICS, INC. - AFFYMETRIX, INC.
THIS AGREEMENT, effective upon acceptance by both parties below, is by and between ENZO
DIAGNOSTICS, INC. ("ENZO"), a New York corporation having its principal place of business at 60
Executive Boulevard, Farmingdale, New York 11735-4716, and AFFYMETRIX, INC. and its affiliates
("AFFYMETRIX"), a California corporation having its principal place of business at 3380 Central Expressway,
Santa Clara, California 95051.
WHEREAS, ENZO holds rights to certain patents listed in EXHIBIT A ("PATENTS"), and it warrants that it
can grant the distributorship rights under this AGREEMENT;
WHEREAS, ENZO manufactures and/or sells certain products listed in EXHIBIT B ("PRODUCTS") and/or
certain components of the PRODUCTS ("LABELING AND DETECTION COMPONENTS") defined below,
the manufacture, sale or use of which is covered by claims of one or more PATENTS (EXHIBIT A);
WHEREAS, ENZO owns or holds the rights to patent applications, proprietary technology and know-how,
trade secrets, and other technical and/or confidential information, that was developed by ENZO or developed on
its behalf; and
WHEREAS, AFFYMETRIX wishes to market and distribute directly or through its designated affiliates and
distributors, and to use said PRODUCTS as provided hereunder in connection with arrays including GeneChip-
Registered Trademark- products and GeneChip-Registered Trademark- assays;
NOW, THEREFORE, in consideration of the good and valuable mutual agreements hereinafter set forth, the
parties hereto agree to the provisions below.
AFFYMETRIX AFFILIATE shall mean any corporation, company, partnership, joint venture and/or firm which
is controlled by AFFYMETRIX. For purposes of this Section, "control" shall mean, in the case of corporations
(or foreign equivalents of corporations), direct ownership of 50% or more of the stock having the right to vote for
directors of such corporation or, in the case of partnersh