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Address:

 

91 South Royal Brougham Way

 

Address:

 

5 Bartlett Road

 

 

Seattle, WA 98134

 

 

 

South Burlington, VT 05403

 

 

 

 

 

 

 

Fax:

 

 

 

Fax:

 

(802) 658-5788

 

 

 

 

 

 

 

4

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Exhibit (c)(4)

MUTUAL NON-DISCLOSURE AGREEMENT

Each undersigned party (the "Receiving Party") understands that the

other party (the "Disclosing Party") has disclosed or may disclose information

relating to the Disclosing Party's business particularly relating to uniform

informer libraries, chemi-informatic tools and the nature of chemical libraries

(including, with limitation, names and expertise of employees and consultants,

know-how, formulas, processes, ideas, inventions (whether patentable or not),

schematics, computer programs, software code, algorithms, development tools,

manufacturing capability or processes, chemical routes, chemical structures,

relationships with other businesses, business plans, and other technical,

business, financial, customer and product development plans, forecasts,

strategies and information), which to the extent previously, presently, or

subsequently disclosed to the Receiving Party is hereinafter referred to as

"Proprietary Information" of the Disclosing Party.

Proprietary Information also

includes any information which the Disclosing Party has received from a third

party which the Disclosing Party is obligated to treat as confidential or

proprietary.

Notwithstanding the foregoing, nothing will be considered "Proprietary

Information" of the Disclosing Party unless either (1) it is first disclosed in

tangible form and is conspicuously marked "Confidential", "Proprietary" or the

like or (2) it is first disclosed in non-tangible form and orally identified as

confidential at the time of disclosure and is summarized in tangible form

conspicuously marked "Confidential" within thirty (30) days of the original

disclosure.

In consideration of and solely for the purpose of the parties'

discussion regarding a possible business transaction and any access the

Receiving Party may have to Proprietary Information of the Disclosing Party,

each party (as the Receiving Party) hereby agrees as follows:

1.

Non-Disclosure and Non-Use Obligations.

The Receiving Party

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agrees (i) to hold the Disclosing Party's Proprietary Information in strict

confidence and to take all reasonable precautions to protect such Proprietary