COMPOUND PURCHASE AGREEMENT



      THIS COMPOUND PURCHASE AGREEMENT (the "Agreement") is made and entered

into effective as of April 28, 2000 (the "Effective Date"), by and between AXYS

ADVANCED TECHNOLOGIES, INC., a Delaware corporation ("AAT"), and AXYS

PHARMACEUTICALS, INC., a Delaware corporation ("Axys"). AAT and Axys may be

referred to herein individually as a "Party" or, collectively, as the "Parties."



                                    RECITALS



      A.    AAT owns certain assets, technology, and intellectual property

relating to combinatorial chemistry and the synthesis of diverse chemistry

libraries using combinatorial techniques.



      B.    Axys desires to purchase from AAT quantities of certain compounds

synthesized by AAT using its combinatorial chemistry technology pursuant to its

obligations under existing contracts for use solely in Axys' drug discovery,

development and commercialization programs (but subject to the Limitation).



      C.    AAT is willing, pursuant to the following terms and conditions, to

synthesize and sell to Axys such compounds and the related protocols.



      NOW, THEREFORE, the Parties agree as follows:



1.    DEFINITIONS



The following capitalized terms shall have the meanings ascribed to such terms

in the following definitions when used in this Agreement.



      1.1   "AAT CONTRACTS" means the agreements set forth in Schedule 1.1

attached hereto.



      1.2   "AAT KNOW-HOW" means Information that is Controlled by AAT during

this Agreement and relates (a) to the Protocols or the Structural Databases, or

(b) otherwise to the structure or use of the Compounds or to making Compounds or

Derivatives, and is disclosed by AAT hereunder.



      1.3   "AAT PATENTS" means, with respect to a particular Compound or AAT

Know-How, all patents and patent applications Controlled by AAT that claim any

invention relating to such Compound or the manufacture or use thereof or to such

AAT Know-How, but provided that such inventions were made prior to the date such

Compound or AAT Know-How (as applicable) was disclosed to Axys.



      1.4   "AAT TECHNOLOGY" means the AAT Know-How and/or AAT Patents, or any

part or aspect thereof.





The Registrant has requested that portions of this exhibit be granted

confidential treatment.

<PAGE>   2



      1.5   "AFFILIATE" means, with respect to a particular Party, another

corporation, partnership or similar entity that controls, is controlled by or is

under common control with such Party, but in any case, only for the duration of

the period that such other corporation, partnership or similar entity controls,

is controlled by or is under common control with such Party. For the purposes of

the definition in this Section 1.3, the word "control" (including, with

correlative meaning, the terms "controlled by" or "under the common control

with") means the ownership of at least fifty percent (50%) of the voting stock

(or voting or membership interest, if not a corporation) of such entity. For the

purposes of clarification, it is the parties intent that if a corporation,

partnership or similar entity ceases to control, be controlled by or be under

common control with a particular Party, such entity shall, at the time such

control relationship ceases, cease to have any rights under this Agreement,

including, without limitation, any license rights granted pursuant to this

Agreement. Notwithstanding the foregoing, Axys and AAT shall be deemed not to be

Affiliates of each other.



      1.6   "ASSIGNMENT AGREEMENT" means the Technology Assignment and License

Agreement of even date herewith between Axys and AAT.



      1.7   "COLLABORATION EXCEPTION" has the same meaning as defined in the

Assignment Agreement.



      1.8   "COMBINATORIAL CHEMISTRY LIBRARY" means the aggregate of all the

physical samples of the Compounds in the Libraries provided to Axys hereunder.



      1.9   "COMPOUND" means any individual chemical compound, a physical sample

of which AAT provides to Axys under the terms of Article 2 of this Agreement.



      1.10  "COMPOUND INFORMATION" means, for the purposes of this Agreement,

any confidential or proprietary Information of AAT (or of another person which

has been entrusted to AAT) disclosed by AAT to Axys (pursuant to this

Agreement), including, without limitation, (a) the Protocols, (b) the AAT

Know-How, (c) the Structural Database and (d) any other Information of AAT (or

of another person which has been entrusted to AAT) relating to the Combinatorial

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