Technology Development And Services Agreement

EXHIBIT 10.36

*** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS.200.80(B)(4),
200.83 AND 240.24B-2


AMENDED AND RESTATED
RESTATED FIRST AMENDMENT TO
TECHNOLOGY DEVELOPMENT AND SERVICES AGREEMENT


This Amended and Restated First Amendment (" Restated First Amendment") to the Technology Development and Services Agreement ("Agreement") is made and entered into as of the first day of May, 1998 (the "Amended Effective Date") by LYNX THERAPEUTICS, INC., a Delaware corporation, and its majority-owned subsidiaries, including SPECTRAGEN, INC., (collectively referred to as "Lynx") and Hoechst Marion Roussel, Inc., a Delaware corporation, to whom the Agreement was assigned, and its affiliates ("HMRI"), for the purpose of replacing in its entirety the Restated First Amendment to the Agreement dated September 1, 1997, which as of the Amended Effective Date shall have no further force or effect.


RECITALS


WHEREAS, Lynx and HMRI agree that the Practical Application Milestone as set forth in the Agreement may not be achievable as originally defined;


WHEREAS, HMRI continues to desire early, preferred access to Lynx's library analysis and other subscription services;


NOW THEREFORE, in consideration of the foregoing premises and the covenants and promises in the Agreement and in this Restated First Amendment.


ARTICLE 1


DEFINITIONS


Capitalized terms used in this Restated First Amendment shall have the meanings ascribed to them in the Agreement unless otherwise defined in or amended by this Restated First Amendment.


1.1 "Massively Parallel Signature Sequencing" or "MPSS" means the acquisition of at least [...***...] contiguous bases (a "Signature Sequence") from each of at least [...***...] templates sampled from a given cell culture or tissue cDNA library or of such other information


- ------------------------- * CONFIDENTIAL TREATMENT REQUESTED


as may be obtained by customers of technology subscription services developed and made available from time to time by Lynx.


1.2 "MPSS Library Analysis" means a report containing each [...***...] base sequence and its abundance within the [...***...] or more cCNA templates extracted from a given sample or such other information as can be generated and is provided by Lynx to its other subscription service customers.


1.3 No amendment is made to Article 1.3.


1.4 "Practical Application Milestone" as defined in Article 1.4 of the Agreement and Exhibit A thereto are no longer applicable.


ARTICLE 2

...