EXELIXIS INC
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                                                                   EXHIBIT 10.35

[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.

                 SOFTWARE LICENSE AND ASSET ACQUISTION AGREEMENT
                          GENOMICA THIRD PARTY SOFTWARE


THIS  SOFTWARE LICENSE AND ASSET ACQUISITION AGREEMENT ("Agreement") is made and
entered  into  as  of  April 4, 2002 ("Effective Date") by and between EXELIXIS,
INC.,  a  Delaware  corporation with a principal place of business at 170 Harbor
Way,  P.O.  Box  511,  South San Francisco, California 94083-0511, including its
Affiliates  (any  entity  that  controls,  is  controlled  by or is under common
control  with Exelixis) (collectively, "Exelixis"), and VISUALIZE INC., a Nevada
corporation with its principal place of business at 3333 E Camelback Road, Suite
150,  Phoenix,  Arizona 85018  ("Visualize"). Exelixis and Visualize may also be
referred  to  as  "Parties"  or  a  "Party"  herein.


                                    RECITALS

WHEREAS,  Exelixis  is  the  owner  of  certain  proprietary  software  products
previously  owned  by  Genomica  Corporation  under  the  names  of  LinkMapper,
Discovery  Manager,  and Vertebrate Reference Database and a partially developed
software  product  known  as  dmGenetics  (formerly  known  as Discovery Manager
Genetics) as well as other related tangible and intangible assets related to the
development  and  licensing  of  those  products;

WHEREAS,  Exelixis  has  retained  certain individuals and facilities located in
Sacramento,  California  in  order  to  further  develop  the software products;

WHEREAS,  the  Parties  entered  into  that certain Proposal to Acquire Genomica
Software  Business  on  or  about January 29, 2002 ("Proposal"), and the Parties
have  performed  the  obligations  described  therein.  This  Agreement  is  the
definitive  agreement  which  was  contemplated  in  the  Proposal;

WHEREAS,  Visualize  desires  to  license  the  Software  with  all  rights  and
obligations  to  third  parties  currently licensing the Software, including the
sole  right  to further develop and license the Software to other third parties,
to  acquire  ownership  of  the  dmGenetics software product, and to acquire the
Other  Assets  (as  defined  below)  from  Exelixis;

WHEREAS,  Exelixis desires to license to Visualize the software, and to transfer
the  related  tangible  and  intangible  assets to Visualize under the terms and
conditions  of  this  Agreement;

WHEREAS,  Visualize  has agreed to pay Exelixis total consideration of up to Two
Million  Three Hundred Fifty Thousand US Dollars (US $2,350,000) for licenses to
the  software and sale or license of the related Other Assets in accordance with
the  terms  and  conditions  of  this  Agreement;  and


NOW  THEREFORE,  in  consideration  of  the  following  premises  and the mutual
promises  and  covenants  set  forth  below,  the  Parties  agree  as  follows:


                           ARTICLE 1.     DEFINITIONS

     For  purposes  of  this  Agreement, the terms defined in this Article shall
have  the  meanings specified below.  These terms are intended to encompass both
the  singular  and  plural  forms.

1.1     "AFFILIATE"  with  respect  to any person or entity, any other person or
entity,  which  controls,  is controlled by or is under common control with such
person  or  entity.  For purposes of this Agreement, a person or entity shall be
in "control" of an entity if it owns or controls at least fifty percent (50%) of
the  equity securities of the subject entity entitled to vote in the election of
directors  (or,  in  the  case  of  an entity that is not a corporation, for the
election of the corresponding managing authority), or otherwise has the power to
control  the  management  and  policies  of  such  other  entity.

1.2     "CONFIDENTIAL  INFORMATION"  shall  mean  confidential  and  proprietary
information  disclosed  by  a  Party  hereto (the disclosing Party) to the other
Party  hereto  (the  receiving  Party) which relates to either Party's business,
products and services, which (a) if in written form, is marked "Confidential" or
"Proprietary",  or  (b)  if  in  other  than  written form, is identified by the
disclosing  Party as confidential upon disclosure, reduced to summary writing or
other  tangible  form,  marked  as  "Confidential"  or "Proprietary", and a copy
delivered  to  the  receiving  Party within thirty (30) days of such disclosure.
Confidential  Information  shall  include  non-public  information  about  the
Software.  This  Agreement  shall  be  deemed  to  be  Confidential Information.

1.3     "INITIAL  PAYMENT  CUSTOMERS"  shall  mean those customers identified on
EXHIBIT  E  attached  hereto.
----------

1.4     "LIFE  SCIENCES"  shall  mean  any or all of the following businesses or
operations:  health  care,  medical  product,  medical services, pharmaceutical,
biotechnology,  drug  discovery,  drug  development, contract research services,
contract  laboratory,  agrichemical,  agrochemical,  agricultural biotechnology,
academic  institutions  involved  with  any  of the forgoing, and any instrument
vendors  or  suppliers  to  any  of  the  foregoing.

1.5      "NET  SALES" shall mean an amount equal to Visualize's receipts, net of
returns  and  allowances,  from  any sales of Visualize products and services to
Life  Sciences  customers,  where the term "sale" shall include any disposition,
transfer  or license as well as any receipts from related consulting or training
services  provided  in connection with any disposition, transfer or license.  In
the  event  of  disposition  to  an  Affiliate  of Visualize, Net Sales shall be
calculated  on  the  sale  to  an unaffiliated third party.  Net Sales shall not
include  (a)  sales,  value  added and use taxes which are received by Visualize
which  are  associated  with  the  sale  of Visualize products and services; (b)
commissions  on  sales which are paid to third parties (not including Affiliates
of  Visualize); and (c) third party costs of shipping, handling and installation
of  products  actually  paid  or  credited  by  Visualize to such third parties.

1.6     "OTHER  ASSETS"  shall  mean  all  (a)  patents, copyrights, trademarks,
trade names, service marks, designs, drawings, specifications, documentation and
plans  related to the Software as identified on EXHIBIT B; (b) "Genomica" domain
                                                ---------
names,  website  content,  databases,  third party licenses, leases, development
software licenses, reseller agreements, value added reseller agreements, support
contracts,  customer lists, marketing plans, pricing schedules, as identified on
EXHIBIT  B;  (c)  accounts  receivable  and  customer contracts as identified on
----------
EXHIBIT  C;  and  (d)  tangible  assets  identified  on  EXHIBIT  D.
----------                                               ----------

1.7     "SOFTWARE"  shall mean all current versions and releases of the computer
software  identified  on  EXHIBIT  A  attached  hereto in object and source code
                          ----------
format  under  the  names of LinkMapper, Discovery Manager, Vertebrate Reference
Database,  and  dmGenetics  (or  Discovery  Manager  Genetics)  as such computer
software  exists  on  the  Effective  Date.

                          ARTICLE 2.     LICENSE GRANTS

2.1     LICENSE  TO  SOFTWARE.     Subject  to  the terms and conditions of this
Agreement,  Exelixis  hereby  grants,  and  Visualize  accepts:

     (a)  a  worldwide,  fully  paid,  perpetual,  non-exclusive  license to the
          Software, including the right to make, have made, use, offer for sale,
          sell, have sold, import, have imported, modify, sublicense and prepare
          derivative  works  based  upon  or  including  the  Software;  and

     (b)  a  worldwide,  fully  paid, perpetual, exclusive license to make, have
          made,  use,  offer  for  sale, sell, have sold, import, have imported,
          modify,  and  sublicense  any  and  all derivative works based upon or
          including  the  Software.

2.2     EXELIXIS  INTERNAL  USE  LICENSE.     Exelixis shall retain a worldwide,
fully  paid,  royalty  free,  perpetual,  non-exclusive  license to the Software
solely  for  internal use.  "Internal use" shall mean use by Exelixis' employees
or  contractors  at  Exelixis  premises  for  the  conduct  of  its  proprietary
operations,  and  not as a service bureau or for the performance of services for
third  parties  who  are  not licensors of an Exelixis pharmaceutical product in
development.  Internal use shall include use by Exelixis' Affiliates, subject to
meeting  the  forgoing  limitations.

2.3      LICENSE TO DERIVATIVE WORKS.      Visualize hereby grants, and Exelixis
accepts  a  world-wide,  perpetual, fully paid, non-exclusive license, in source
and  object  code,  for  internal use only, to commercially released versions of
derivative works of the Software ported to Oracle Corporation databases prepared
by  or  for  Visualize.  The  license  hereunder  shall apply to versions of the
Software  that  are  released  prior  to the payment by Visualize of the Maximum
Total  Price described in Section 4.3 (but in any event, not earlier than [ * ])
This  license  does not include a license to the source code for the proprietary
code,  routines and tools which are owned by Visualize as of the Effective Date,
or derivative works thereof, provided that the application programming interface
for  the  purpose  of  accessing and manipulating the underlying Oracle database
shall  be  made  available  to  Exelixis  as part of the licensed Software.  The
Parties  shall  as of the Effective Date enter into a separate agreement for the
support  by  Visualize  of  the  Software  licensed to Exelixis pursuant to this
section,  at  no  cost  to  Exelixis.

2.4     COVENANT  OF  EXELIXIS.      Subject to the terms and conditions of this
Agreement  and except as may be provided under existing license agreements as of
the  Effective  Date,  Exelixis  shall not grant to any third party a license or
sublicense  of  any  rights  to  the Software, including any right to modify the
Software  or  create  any derivative works based upon or including the Software,
without the prior written consent of Visualize, which consent may be withheld in
the  sole  discretion  of  Visualize.

2.5     RIGHTS.     Exelixis  and  its  third  party licensors retain all right,
title  and  interest  in the Software except for the licenses granted under this
Agreement,  except  as  provided  in  Section  2.8  hereof.

2.6     SUBLICENSES.     To  the  extent applicable, Visualize shall comply with
and  be  responsible for, and shall ensure that any sublicenses hereunder comply
with the obligations under that certain Value Added Remarketer Agreement between
Genomica  Corporation  and  Gemstone  Systems,  Inc.  dated October 20, 1998, as
amended.

2.7     EXISTING  CUSTOMER  RENEWALS.      Each  of Exelixis and Visualize shall
use  best  commercially reasonable efforts to cause Initial Payment Customers to
renew  existing  licenses  to  the  Software  under  existing  agreements.

2.8     TRANSFER  OF OWNERSHIP OF SOFTWARE TO VISUALIZE.     Upon the payment by
Visualize  of  the  Maximum  Total Payments described in Section 4.3 (but in any
event,  not  earlier than        [ * ]), Exelixis shall, subject to the licenses
to  Exelixis  hereunder,  assign  to Visualize all of Exelixis' right, title and
interest  in  the  Software.

   ARTICLE 3.          TRANSFER OF OTHER ASSETS; EXISTING SUPPORT OBLIGATIONS

3.1     OTHER  ASSETS.      At  the  Effective  Date,  Exelixis shall convey and
assign, or if assignment is impracticable, license to Visualize all right, title
and interest in and to the Other Assets.  Visualize shall be responsible for any
fees, filing expenses or other costs associated with the acceptance or licensing
of  such  rights  from  Exelixis.

3.2     SACRAMENTO  LEASE.     Exelixis  shall  have  the  right  to procure the
landlord's consent to assign that certain Standard Sublease ("Sacramento Lease")
between  American  Tower, Inc. and Genomica Corp. dated February 14, 2001, or if
assignment  is  impracticable,  to  sublet  to Visualize the premises located at
12150  Tributary Point Road, Suite 100, Sacramento, California.  Visualize shall
use  commercially  reasonable  efforts  to  cooperate  with  such  assignment or
subletting,  provided,  however,  no  person  or  entity  shall  be obligated to
guarantee  the  obligations of Visualize to the landlord.  Upon an assignment or
sublease  of  the Sacramento Lease, Visualize shall reimburse Exelixis [ * ] and
make  payments  thereon  commencing  with the Effective Date.  In the event that
assignment  or  subletting  is impracticable, Visualize shall reimburse Exelixis
for  payments  made  under the Sacramento Lease, including related utilities and
services  for  those  facilities.

3.3     CERTAIN  SOFTWARE  DEVELOPERS.     Visualize  has retained and is in its
discretion  shall  be  solely  responsible  for  employment  of  the  following
individuals as of the Effective Date:  [ * ].  These individuals have been under
the  direction  of  a  designee  of  Visualize,  primarily  [  *  ].

3.4     OTHER  CONSULTANTS.     Visualize in its discretion shall be responsible
for  retaining  [ * ] as well as any other consultants Visualize deems necessary
or  appropriate  to  continue the development and transfer of the Software under
this  Agreement.

3.5     SUPPORT  OBLIGATIONS.     Effective  upon  the Effective Date, Visualize
shall  be  solely  responsible  for Software support obligations for any Initial
Payment  Customers  as  well  as  any  new  customers  of  Visualize.

3.6     DEMONSTRATION  LICENSES  AND  INSTALLATIONS.     Exelixis  and Visualize
shall  use  commercially  reasonable  efforts  to  identify  and  ensure  that
demonstration  and  beta  installation  sites,  including  Glaxo  SmithKline
Corporation,  are appropriately licensed with respect to any use of the Software
permitted  as  of  the  Effective  Date.

                          ARTICLE 4.          PAYMENTS

4.1     INITIAL  PAYMENTS.   With  respect  to  Software renewal payments (i.e.,
those  under licensing agreements with Genomica Corporation or its successors in
effect as of the Effective Date) in 2002 received from Initial Payment Customers
(including  payments  received in 2002 prior to the Effective Date), the Parties
agree  to  [  *  ]  for  the  following:

[  *  ]

4.2     SUBSEQUENT PAYMENTS.  With respect to any revenues from the Net Sales of
the  dmGenetics software product and its derivative works and any other products
of  Visualize  (other  than  renewals of Software licenses covered under Section
4.1)  which are sold, licensed or otherwise provided to Life Sciences customers,
Visualize  shall  pay  to  Exelixis  an  amount  equal  to  [  *  ].

4.3  MAXIMUM  TOTAL  PAYMENTS.  The  aggregate  maximum  amount  of  payments to
     Exelixis  under  Sections  4.1  and 4.2 (not including its reimbursement of
     amounts  received  or  paid  pursuant  to Section 4.1) shall not exceed two
     million  three  hundred  fifty  thousand  US  dollars  (US  $2,350,000).

4.4  4.4  PAYMENT  SCHEDULE.  All  amounts payable hereunder shall be paid [ * ]
     commencing  with  [  *  ].

4.5     REPORTS.     A  Party  making any payment hereunder shall deliver to the
other Party a report in reasonable detail containing the gross receipts from the
license,  sale,  lease or other disposition of the Software by customer together
with  a  calculation  of  the  amount  payable  to such Party for the applicable
calendar  quarter at the time of delivery of the payments due under this Article
4.

4.6     AUDIT  RIGHTS.  A  Party  may, upon reasonable prior notice to the other
Party,  not more than [ * ], cause a third party auditor to review and audit the
records  of  the other Party which are reasonably necessary to verify compliance
with  the  payment  terms  of  Article  4 of this Agreement.  Any audit shall be
conducted  during  normal  business  hours and all information reviewed shall be
considered  Confidential  Information (as defined below) of the other Party.  In
the event that the audit reveals an error or other failure to make payments to a
Party  as  provided  under  this  Agreement  in  excess  of [ * ] of the amounts
payable,  then the Party having the payment obligation shall immediately pay the
underpayment  amount to the party which is entitled to the payment and reimburse
the  fees  of  the  audit.

4.7     TAXES.     The  amounts  payable to Exelixis under this Agreement do not
include,  and  Visualize  shall  be  responsible  for  all sales, use, property,
value-added  or  other  taxes  (including  amounts  required  to be withheld for
purposes  of  paying  the  foregoing)  applicable  to the receipts of Visualize;
provided  that  Visualize  shall in no event be responsible for any income taxes
applicable  to  the  fees  received  by  Exelixis  hereunder.

                      ARTICLE 5.     CONDITIONS TO CLOSING

5.1     VISUALIZE.     Satisfaction  or waiver of the following conditions shall
be  a  condition  to  Visualize's  obligations  under  this  Agreement:

          (a)  the  representations  and  warranties  of  Exelixis  set forth in
               Article  7  shall  be  true and correct as of the Effective Date;
          (b)  the escrow account which was established pursuant to the terms of
               the  Proposal  shall  be  released  to  Visualize;  and
          (c)  the covenant of Exelixis in Section 2.4 shall remain in effect as
               of  the  Effective  Date.

5.2     EXELIXIS.     Satisfaction or wavier of the following condition shall be
a  condition  to  Exelixis'  obligations  under  this  Agreement:

          (a)  the representation and warranty of Visualize set forth in Section
               7.1  shall  be  true  and  correct  as  of  the  Effective  Date.

                         ARTICLE 6.      CONFIDENTIALITY

6.1     PROTECTION.       The  Parties shall share Confidential Information, but
in  no event shall Visualize be obligated to disclose proprietary information of
its  customers, except to the extent expressly provided in this Agreement.  With
respect  to  Confidential  Information  that  may  be  disclosed  by  one  party
("Discloser")  to  the  other  party  ("Recipient"),  Recipient  agrees:
          (a)  To  protect  such  Confidential  Information  from  disclosure to
               others, using the same degree of care used to protect Recipient's
               Confidential  Information,  but  in any case using no less than a
               reasonable  degree  of  care. Recipient may disclose Confidential
               Information  received hereunder to its employees, subcontractors,
               agents,  representatives, and affiliates, who have a need to know
               to accomplish the purposes of this Agreement and who are bound by
               terms  of  confidentiality, non-use and nondisclosure at least as
               strict  as  set  forth  herein prior to disclosure to protect the
               received  Confidential  Information.  Each  party  agrees that it
               shall  enforce  the provisions of any agreements of nondisclosure
               set forth in the preceding sentence, and shall remain responsible
               for  any  breaches  of  this  Article  6  by  its  employees,
               subcontractors,  agents,  representatives,  and  affiliates.
               Recipient agrees to promptly notify the Discloser in the event it
               learns  of  any unauthorized use or disclosure of the Discloser's
               Confidential  Information.  Confidential  Information  shall  not
               otherwise  be  disclosed  to  any  third  party without the prior
               written  consent  of  the  Discloser;

          (b)  To  use  such  Confidential  Information  only  for  the business
               purpose  as  expressly  permitted  by  this  Agreement;

          (c)  Not  to  make  copies of any such Confidential Information or any
               part  thereof  except  for  the  business  purpose;  and

          (d)  To  reproduce  and  maintain  on  any  copies of any Confidential
               Information  such  proprietary  legends  or  notices  marked
               "confidential",  whether  of  Discloser  or a third party, as are
               contained in or on the original or as the Discloser may otherwise
               reasonably  request  in  writing.

6.2     PERMITTED  DISCLOSURE.     Recipient  shall  not  have  any liability to
Discloser  with  respect  to the disclosure of this Agreement to the extent such
disclosure is reasonably necessary to enforce the terms hereof or to comply with
any  applicable  law,  rule  or  regulation,  and  with  respect  to  the use or
disclosure  to  third parties of such Confidential Information as such Recipient
can  by  written  evidence  establish:

          (a)  is  or  has  become  public  knowledge  as  of  the  date of this
               Agreement  through  no  fault  of  the  Recipient, its employees,
               subcontractors,  agents,  representatives  or  affiliates;

          (b)  was  rightfully  in  the  possession  of  the  Recipient prior to
               disclosure  by  the  Discloser;

          (c)  is  received  by  the  Recipient  at  any time from a third party
               lawfully  having  possession  of  such  information  and lawfully
               empowered  to  disclose  such  information;  or

          (d)  is  independently  developed  by  the  Recipient,  its employees,
               subcontractors,  agents,  representatives  or affiliates, without
               the  aid,  application,  or  use  of  Confidential  Information
               disclosed  hereunder.

6.3     NOTICE  OF  DISCLOSURE.     In  cases  other than the disclosure of this
Agreement  pursuant to efforts to enforce its provisions, in the event Recipient
is  required  by  law,  regulation or court order to disclose any of Discloser's
Confidential  Information,  Recipient  will promptly notify Discloser in writing
prior  to  making any such disclosure in order to facilitate Discloser seeking a
protective  order  or  other  appropriate  remedy  from  the  proper  authority.
Recipient  agrees  to  cooperate  with  Discloser in seeking such order or other
remedy.  Recipient  further  agrees  that  if  Discloser  is  not  successful in
precluding  the  requesting  legal  body  from  requiring  the disclosure of the
Confidential  Information,  then Recipient will furnish only that portion of the
Confidential  Information  which  is  legally  required  and  will  exercise all
reasonable  efforts  to  obtain  reliable assurances that confidential treatment
will  be  accorded  the  Confidential  Information.

6.4     TERM  OF  PROTECTION.     The obligations of confidentiality and non-use
agreed  to  herein  shall  terminate  [  *  ]  from  the  date of termination or
expiration  of  this  Agreement.

                  ARTICLE 7.     REPRESENTATIONS AND WARRANTIES

7.1     DUE AUTHORIZATION; EFFECTIVENESS.     Each Party represents and warrants
to  the  other that as of the Effective Date it has the legal right and power to
enter  into  this Agreement, to extend the licenses granted to the other in this
Agreement,  and  to  fully  perform  its  obligations  hereunder,  and  that the
performance  of such obligations will not conflict with its charter documents or
any  agreements,  contracts,  or  other  arrangements  to  which  it is a party.

7.2     DISCLOSURE BY EXELIXIS.     Exelixis represents to its knowledge that it
has  provided  Visualize with access to or otherwise made available all records,
documents,  files,  contracts  currently  in  effect,  source code, object code,
databases,  analyses,  marketing  studies,  personnel,  patent  applications,
trademark  applications, copyright registrations and electronic files related to
the  Software  and  the Other Assets in the possession of Exelixis or the former
employees  of  Genomica  Corporation  retained  by  Exelixis.

7.3     PROPRIETARY  RIGHTS.  Exelixis represents and warrants that the Software
does  not infringe or misappropriate any patent, copyright or other intellectual
property  right  of a third party.  Exelixis represents and warrants that it can
grant  the  licenses and perform its other obligations hereunder with respect to
the  Software  as  of the Effective Date without the consent or participation of
any  third  party  licensors.

7.4     TITLE  TO  OTHER  ASSETS.  Exelixis represents and warrants that, to the
extent assignable, title to the Other Assets shall be transferred free and clear
of  any  liens,  encumbrances  or  claims  of  third  parties;  provided that no
representation  or  warranty  is  made with respect to the intellectual property
rights  under  any  of  the third party licenses, development software licenses,
website  content  or  databases  comprising  the  Other  Assets.

      ARTICLE 8.     INDEMNIFICATION; DISCLAIMER OF WARRANITES; LIMITATION OF
                         LIABILITY

8.1     INDEMNIFICATION  BY  EXELIXIS.     Exelixis  hereby  agrees  to  defend,
indemnify  and  hold  Visualize  harmless  from and against any and all damages,
settlements,  costs, and out-of-pocket expenses (including reasonable attorneys'
fees)  incurred  in connection with or arising from any claims against Visualize
for  infringement  of  any  intellectual property rights of any third party with
respect  to  the activities of Exelixis with the Software from December 28, 2001
through  the  Effective  Date.

8.2     INDEMNIFICATION  BY  VISUALIZE.     Visualize  hereby  agrees to defend,
indemnify  and  hold  Exelixis  harmless  from  and against any and all damages,
settlements,  costs, and out-of-pocket expenses (including reasonable attorneys'
fees)  incurred  in  connection with or arising from any claims against Exelixis
arising  from or based upon any action or omission of Visualize or its agents or
employees  with  respect  to  the  Software.

8.3     DISCLAIMER.     OTHER  THAN  AS  PROVIDED IN ARTICLE 7, THE SOFTWARE AND
OTHER  ASSETS  ARE  PROVIDED  "AS  IS"  AND  EXELIXIS  DISCLAIMS  ANY  AND  ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH REGARD TO THE SOFTWARE AND OTHER
ASSETS,  WHETHER  EXPRESS  OR  IMPLIED,  INCLUDING,  BUT  NOT  LIMITED  TO,  ANY
WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE,  ANY
WARRANTIES  ARISING  FROM COURSE OF DEALING OR USAGE OF TRADE OR THE WARRANTY OF
NONINFRINGEMENT.  FURTHERMORE, EXELIXIS DISCLAIMS ANY WARRANTY THAT THE SOFTWARE
WILL MEET VISUALIZE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
ERROR-FREE  OR  UNINTERRUPTED.

8.4     LIMITATION  OF LIABILITY.     Neither Party shall be liable to the other
for  consequential,  incidental, indirect or punitive damages in connection with
this  Agreement  or  with  any  license  granted  hereunder.

                                 9.     CLOSING

9.1     CLOSING.     The  closing  of  the  transaction  contemplated under this
Agreement  shall  occur  by  the  exchange  of  documents  via fax and overnight
delivery  during business hours on April 4, 2002, except as may otherwise agreed
upon  by  the  Parties  in  writing.

9.2     DELIVERIES.       Not  later  than  the  closing:

          (a)  Visualize  and  Exelixis  shall agree upon a schedule and process
               for  the assignment of Initial Payment Customer contracts and the
               assignment  or  sublease  under  the  Sacramento  Lease;

          (b)  Exelixis  shall  convey to Visualize by bill of sale the tangible
               assets  identified  on  Exhibit  D;

          (c)  Exelixis shall convey to Visualize by assignment the other assets
               identified  on  Exhibit  B;

          (d)  Visualize  and  Exelixis  shall  agree  upon  a  schedule  of the
               payments  received  and  the expenses claimed pursuant to Section
               4.1;

          (e)  Exelixis  shall  deliver  possession  of  the  premises  in  the
               Sacramento  Office  to  Visualize;  and

          (f)  Visualize  and  Exelixis  shall  enter  into  a support agreement
               pursuant  to  Section  2.3.

9.3     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  The  respective
representations  and  warranties  of  each  of the Parties under Article 7 shall
survive  the  Effective  Date  by  a  period  of  one  year.

                               10.     TERMINATION

10.1     TERMINATION.     This  Agreement may be terminated by either Party upon
[ * ] prior written notice for a material breach of this Agreement, which breach
shall not have been cured within the specified notice period.  Insolvency or the
entry  into an agreement with creditors or the appointment of a receiver for any
Party  hereto  shall  be  deemed  a  material  breach  by  such Party hereunder.

10.2     EFFECT  OF  TERMINATION.     In  the event of termination for breach of
this  Agreement by Visualize, the license grants hereunder shall terminate as of
the  effective date of termination and Visualize shall immediately cease any use
of the Software and return all copies of the Software to Exelixis.  In the event
of  termination  for  breach  of this Agreement by Exelixis, all amounts paid by
Visualize  hereunder  or pursuant to the Proposal shall immediately be repaid or
released  to  Visualize.

                           11.     GENERAL PROVISIONS

11.1     FORCE MAJEURE.     Neither Party shall be held liable or responsible to
the other Party nor be deemed to have defaulted under or breached this Agreement
for  failure  or  delay  in performing any term of this Agreement (other than an
obligation  for the payment of money) when such failure or delay is caused by or
results  from  causes  beyond  the  reasonable  control  of  the affected Party,
including  but not limited to fire, floods, embargoes, war, acts of war (whether
war  is declared or not), riots, strikes, power outages, lockouts or other labor
disturbances,  terrorists  attacks, acts of God, or acts, omissions or delays in
acting  by  any  court,  governmental  authority  or  the  other  Party.

11.2     NOTICES.     Formal  notices  required  or permitted hereunder shall be
given  in  writing.  Written  notices may be delivered personally, sent by first
class  mail  or  by  recognised  overnight  courier  service,  or  transmitted
electronically  or  facsimile.  Any  notices  shall  be  sent  to the following:

                         If  to  Visualize:
                         ------------------
                         Brad  Edwards
                         3333  E.  Camelback  Road
                         Suite  150
                         Phoenix,  AZ  85018
                         Fax:  602-861-0999

                         If  to  Exelixis:
                         -----------------
                         Chief  Financial  Officer
                         170  Harbor  Way
                         P  O  Box  511
                         South  San  Francisco,  CA  94083-0511
                         Fax:  650-837-8205

Or  to such other address as a Party may designate to the other Party by written
notice  provided  in  accordance  with  this  provision.

11.3      NO  WAIVER.     The failure by either Party to enforce at any time any
of  the  provisions  of  this  Agreement,  or to exercise any election or option
provided  herein, shall in no way be construed as a waiver of such provisions or
options,  nor  in  any  way to affect the validity of this Agreement or any part
thereof,  or the right of either Party thereafter to enforce each and every such
provision.

11.4     HEADINGS  AND  COUNTERPARTS.     All headings in this Agreement are for
convenience only and shall not affect the meaning of any provision hereof.  This
Agreement  may  be  executed in one or more counterparts, each of which shall be
deemed  an original, and all of which together shall be deemed to be one and the
same  instrument.

11.5     ASSIGNMENT.     The  terms  and  conditions  of this Agreement shall be
binding  upon  and  inure  to  the  benefit of the successors and assigns of the
parties.  In  the  event  of an assignment or other transfer by Visualize of any
rights  to  the  Software  or  any  derivative works based upon or including the
Software,  the  proceeds  (whether in cash or in kind) to Visualize arising from
such  assignment  shall  be  deemed  Net  Sales  hereunder.

11.6     GOVERNING  LAW.          This Agreement will be governed by the laws of
the  State  of California, except with regard to its conflict of law provisions.
Any  dispute  concerning  the  validity,  interpretation  or performance of this
Agreement  shall  be  finally  settled  in  a court of competent jurisdiction in
California.

11.7      SURVIVAL.     Other  than  as  provided  in Article 10, the rights and
obligations  of  Articles  2,  4,  6 and 8 shall survive any termination of this
Agreement.

11.8     ENTIRE  AGREEMENT.     This  Agreement constitutes the entire agreement
and  understanding  between the Parties concerning the subject matter hereof and
supersedes  all  prior  or  contemporaneous  agreements,  negotiations,  and
understanding  of  Parties with respect thereto including but not limited to the
Proposal.  No  representation,  promise,  modification  or  amendment  shall  be
binding  upon  either  Party  as  a  warranty or otherwise unless in writing and
signed  on  behalf  of  each  Party  by  a  fully  authorised  representative.




          The remainder of this page has been intentionally left blank.
<PAGE>

     IN  WITNESS  WHEREOF,  the  Parties  have  duly executed and delivered this
Agreement  on  the  Effective  Date.




EXELIXIS,                                    VISUALIZE,
Date  : April 4, 2002                        Date  : April 4, 2002
        -------------------                          --------------------
Signature:                                   Signature:

/s/  Glen  Sato                              /s/  Brad Edwards
---------------------------                  ----------------------------
Name  :  Glen  Sato                          Name  :  Brad  Edwards
Title  :  Chief  Financial  Officer          Title  :  Chairman  &  CEO





[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.

<PAGE>
                                    EXHIBIT A


List  of  Software:

                         1)  Discovery  Manager
                         2)  Discovery  Applications  and  Tools
                         3)  Vertebrate  Reference  Database
                         4)  Link  Mapper
                         5)  dmGenetics  (also  known  as  Discovery  Manager
                              Genetics)
                         6)  dmCore
                         7)  Expression  Database
                         8)  K-EM

[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.

<PAGE>
                                    EXHIBIT B
                                  Other Assets

1)   Patents,  copyrights,  trademarks,  trade  names,  etc.:  No  patents  or
     registered  copyrights.  Trademarks  and  pending trademark applications as
     attached.

2)   Assets  and  liabilities  as  follows:
          a.  "Genomica"  domain  names  (assignment  in  progress),
          b.  website  content  (previously  delivered),
          c.  databases,
          d.  third  party  licenses
               (Reasonable  number  related  to  6  seats  in  Sacramento)
               Adobe:  FrameMaker  6.0
               Adobe  :  Acrobat  4.0  and  5.0
               Allaire  :  Homeslte  v4.5
               XML  Spy  3.5
               Benthic  Software  :  GoldView  and  Golden
               Borland  :  Jbuilder  v4.0  and  v5.0
               InstallShield  Professional
               Infragistics  Suite
               Microsoft  :  Project  2000
               Microsoft  :  Visual  Basic
               Microsoft  :  Visio  Pro  2000
               Microsoft  :  Visual  C++  Professional  with  Plus
               Pack  and  Reference  Library
               Microsoft  :  Visual  Studio  Professional
               Merant  :  PVCS  Tracker
               Mercury  Interactive  :  Test  Director, LoadRunner and WinRunner
               Oracle  :  Enterprise,  Standard  and  Personal  Oracle
               ParaSoft  :  Jtest
               Quest  Software  :  Toad  v6.5  and  v7.0
               Starbase  Corporation  :  Star  Team
               Component  One  :  VS  FlexGrind  Pro
          e.   leases-that  certain Standard Sublease dated February 14, 2001 by
               and between American Tower, Inc. and Genomica Corporation for the
               premises  located  at  12150  Tributary  Point  Road,  Suite 100,
               Sacramento,  California,  including  all  related  utilities  and
               services  for  that  facility  [  *  ],
          f.   development  software  licenses,
          g.   reseller  agreements--none,
          h.   value  added  reseller  agreements--none,
          i.   support  contracts-contracts  for  Initial  Payment  Customers
               previously  provided,
          j.   customer lists, marketing plans, and pricing schedules-previously
               provided


[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.

<PAGE>
                                    EXHIBIT C

Accounts  Receivable-None

Customer Contracts-Existing Agreements with Initial Payment Customers previously
provided.


[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.


<PAGE>

                                    EXHIBIT D

Tangible  Assets:


          1.   ELECTRICAL/ELECTRONIC  EQUIPMENT  AND  SOFTWARE

          PERSONAL
               5  Dell  Computer  Corporation  Latitude  C800
               6  Dell  21"  P110  Iltrascan
               5  Dell  docking  station  and  monitor  stand
               2  optical  mice
               4  normal  mice
               2  Microsoft  Internet  Keyboard
               1  Microsoft  Natural  Keyboard  Pro
               2  Microsoft  Natural  Keyboard
               6  Normal  Keyboards
               6  Lucent  Partner  18  Phone
               1  Lucent  Partner  18D  phone
               1  HP  LaserJet2100

          SHARED  EQUIPMENT
          1  Optiquest  monitor
          1  Sun  Ultra  80
          1  External  Disc  Array
          1  DLT  Tape  Drive
          1  Rack
          1  Rack  Mount  Compaq  Proliant  D1380
          1  APC  Smart  UPS  (Rack  Mount)
          1  Raritan  Switch  Man  KVM  Switch
          1  Cisco  z600
          1  Cisco  Catalyst  3500  Series  XL
          1  Cisco  Secure  PIX  506  Firewell
          1  Cayman  DSL  modem
          1  Netgear  Fast  Ethernet  Switch
          1  GE  Analog  Phone
          1  APC  Smart  UPS1000
          1  APC  Smart  UPS650
          1  APC  Smart  UPS500
          1  Lucent  Telephone  System
          1  Mimio  Presentation  Hardware
          1  Polycom  Sound  Station
          1  Rooper  Fridge  Freezer
          1  Microwave
          1  HP  Fax  1220
          1  HP  LaserJet4100TN
          2  Netgear  fast  Ethernet  switch  fs105
          1  Canon  PC980  Copier
          2  Dell  Optiplex  GX110
          1  Dell  17"  monitor
          Server  from  Boulder  identified  as  'Ramrod"
          Server  from  Boulder  identified  as  "Blackbox"


          2.   FURNITURE.

               CUBICLE  AREA  :
               ----------------
               5  Complete  Technicron  office  cubicles

               OFFICE  1:
               ----------
               Single  office  with  three  piece  Technicron  workstation
               1  round  Technicron  table
               4  Technicron  side  chairs
               1  Technicron  office  chair
               1  Technicron  bookcase

               OFFICE  2  :
               ------------
               Double  office  with  three  piece  Technicron  workstation
               2  Technicron  office  chairs

               OFFICE  3:
               ----------
               1  Technicron  Conference  table
               8  Technicron  conference  chairs

               OFFICE  4:
               ----------
               Double  office  with  three  piece  Technicron  workstation
               2  Technicron  office  chairs
               2  Technicron  side  chairs

               OFFICE  5:
               ----------
               Single  office  with  one  three  piece  Technicron  workstation
               1  Technicron  bookcase
               1  Technicron  Office  Chair

               HALLWAY  :
               -------
               1  Hon  metal  Technicron  supply  cabinet
               2  Technicron  printer  tables
               1  mail  sorting  table

               KITCHEN  :
               ----------
               1  large  Technicron  black  bookcase
               2  semi  circular  Technicron  tables
               4  Technicron  side  chairs



[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.

<PAGE>
                                    EXHBIT E

                            INITIAL PAYMENT CUSTOMERS

                                      [ * ]

[  *  ] = 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 EXCHANGE ACT OF
1934,  AS  AMENDED.




</TEXT>
</DOCUMENT>
