REGISTRATION RIGHTS AGREEMENT



         This Registration Rights Agreement (this "Agreement") is made and

entered into as of February 23, 2004, by and among Epoch Biosciences, Inc., a

Delaware corporation (the "Company"), and the investors signatory hereto (each a

"Purchaser" and collectively, the "Purchasers").



         This Agreement is made pursuant to the Securities Purchase Agreement,

dated as of the date hereof among the Company and the Purchasers (the "Purchase

Agreement").



         The Company and the Purchasers hereby agree as follows:



1.       Definitions. Capitalized terms used and not otherwise defined herein

that are defined in the Purchase Agreement shall have the meanings given such

terms in the Purchase Agreement. As used in this Agreement, the following terms

shall have the following meanings:



         "Effectiveness Date" means, with respect to the Registration Statement

required to be filed hereunder, the earlier of (a) the 90th calendar day

following the Closing Date (as long as the Registration Statement has been filed

on Form S-3, the 120th calendar day in the event of a review by the Commission)

and (b) the fifth Trading Day following the date on which the Company is

notified by the Commission that the Registration Statement will not be reviewed

or is no longer subject to further review and comments.



         "Effectiveness Period" shall have the meaning set forth in Section

2(a).



         "Filing Date" means, with respect to the Registration Statement

required to be filed hereunder, the earlier of (i) the 5th Trading day following

the date that the Company files its Annual Report on Form 10-K for the year

ended December 31, 2003 or (ii) April 6, 2004.



         "Holder" or "Holders" means the holder or holders, as the case may be,

from time to time of Registrable Securities.



         "Indemnified Party" shall have the meaning set forth in Section 5(c).



         "Indemnifying Party" shall have the meaning set forth in Section 5(c).



         "Losses" shall have the meaning set forth in Section 5(a).



         "Proceeding" means an action, claim, suit, investigation or proceeding

(including, without limitation, an investigation or partial proceeding, such as

a deposition), whether commenced or threatened.



         "Prospectus" means the prospectus included in the Registration

Statement (including, without limitation, a prospectus that includes any

information previously omitted from a prospectus filed as part of an effective

registration statement in reliance upon Rule 430A promulgated under the

Securities Act), as amended or supplemented by any prospectus supplement, with

respect to the terms of the offering of any portion of the Registrable

Securities covered by the Registration Statement, and all other amendments and

supplements to the Prospectus, including post-effective amendments, and all

material incorporated by reference or deemed to be incorporated by reference in

such Prospectus.



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         "Registrable Securities" means the Shares and the Warrant Shares,

together with any shares of Common Stock issued or issuable upon any stock

split, dividend or other distribution, recapitalization or similar event with

respect to the foregoing.



         "Registration Statement" means the registration statements required to

be filed hereunder, including (in each case) the Prospectus, amendments and

supplements to the registration statement or Prospectus, including pre- and

post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in the registration

statement.

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