EMPLOYMENT AGREEMENT



        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into

this 13th day of May, 2002, by and between EPOCH BIOSCIENCES, INC., a Delaware

corporation (the "Employer"), and Dr. Cirilo Cabradilla, an individual (the

"Employee").



                                   WITNESSETH:



        WHEREAS Employer desires to employ Employee in the capacity hereinafter

stated, and the Employee desires to enter into the employ of the Employer in

that capacity for the period and pursuant to the terms and conditions set forth

herein.



        NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements set forth herein, the Employer and the Employee,

intending to be legally bound, hereby agree as follows:



        1. EMPLOYMENT/POSITION AND DUTIES. Effective upon the date of this

Agreement Employer shall employ Employee as the Vice President of Operations of

Employer and Employee shall accept such employment. During the term of this

Agreement, Employee agrees to devote substantially all of Employee's skills and

efforts to the performance of, and to perform diligently and on a timely basis,

such duties as shall be assigned to Employee from time to time by the Employer's

Chief Executive Officer. Employee shall perform his duties principally at

Employer's headquarters in San Diego, California.



        2. TERM. The term of the Employee's employment hereunder shall commence

on the date hereof. The Employer is an at-will employer, and does not guarantee

employment for any specific duration. Employee's employment can be terminated at

any time by Employer or the Employee, as hereinafter specified in Section 4.



        3. COMPENSATION.



               3.1 Base Salary. As compensation for all services to be rendered

by the Employee, the Employee shall accrue a base salary at the rate of One

Hundred Seventy-Five Thousand Dollars ($175,000) per year, which shall be

payable by Employer to Employee on a regular basis in accordance with Employer's

normal payroll procedures and policies. Such amount, as may be increased from

time to time, is hereinafter "Base Salary."



               3.2 Bonus Compensation. During the Term of this Agreement

Employee shall be eligible to receive annual incentive compensation of up to

twenty-five percent (25%) of Employee's Base Salary upon the achievement of

certain performance goals set by the Board of Directors and participate in any

other incentive compensation or bonus program adopted for management employees

of the Employer. The terms on which Employee shall be eligible to participate in

any such incentive compensation or bonus program shall be comparable to the

terms that shall apply to other management employees of the Employer or its

subsidiaries that are employed in positions that are comparable to the position

in which Employee is employed by the Employer. Employee understands that

adoption of any management incentive compensation or bonus program by the

Employer requires the prior approval of the Board of Directors of the Employer.

Employee's participation in any such program that is approved by the Board of

Directors of the Employer shall be subject to the provisions, rules and

regulations of any such program.



<PAGE>



               3.3 Stock Option. Concurrent herewith, Employer shall grant

Employee a stock option to purchase One Hundred Thousand (100,000) shares of

Employer's Common Stock (the "Employee Options") pursuant to the terms and

conditions of that certain Stock Option Agreement of even date herewith, at the

exercise price set forth in such Stock Option Agreement (which shall be the

closing price of Employer's Common Stock on the trading day immediately prior to

the date hereof), which shall vest according to the Employer's standard vesting

program and schedule as determined by the Employer's Board of Directors. Such

options shall be incentive stock options under the Internal Revenue Code to the

maximum extent possible and the balance shall be non-qualified stock options.



               3.4 Participation in Benefit Plans. The Employee shall be

entitled to participate in all employee benefit plans or programs (including

vacation time, sick leave and holidays) generally available to all employees of

the Employer, to the extent that Employee's position, title, tenure, salary,

age, health and other qualifications make Employee eligible to participate

therein. The Employee's participation in any such plan or program shall be

subject to the provisions, rules and regulations thereof that are generally

applicable to all participants therein.

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