Product Development and Supply Agreement
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
OF 1934, AS AMENDED.
This agreement ("Agreement"), dated as of October 24, 2001, between Affymetrix, Inc. ("Affymetrix") a
Delaware corporation having its principal place of business at 3380 Central Expressway, Santa Clara, California
95051, and N-Mer, Inc. ("N-Mer") a Delaware corporation having its principal place of business at 670
Almanor Avenue, Sunnyvale, CA 94086.
WHEREAS, Affymetrix has research, development, and manufacturing capabilities and facilities, and has
developed certain rights relevant to DNA probe array based technology.
WHEREAS, N-Mer has certain intellectual property rights, research and development capabilities, and facilities
to conduct research and development activities for the N-Mer Field.
WHEREAS, Affymetrix and N-Mer desire to enter into an agreement whereby Affymetrix will supply N-Mer
with DNA probe arrays for use in the N-Mer Field.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement,
Affymetrix and N-Mer agree as follows:
1.1 "Affiliate" shall mean any corporation, company, partnership, joint venture and/or firm which is controlled by
or controls a Party or is under common control with a Party, but only for so long as such Affiliate remains an
Affiliate of a Party, and only if such Affiliate is bound by the terms of this Agreement. For clarity, an Affiliate shall
retain rights pursuant to this Agreement only for so long as such Affiliate remains an Affiliate of the designated
entity and only if such Affiliate is bound by the terms of this Agreement. For purposes of this Section, "control"
shall mean, in the case of corporations (or equivalents of corporations)