EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENT





        THIS EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENT is made and entered

into as of the 25th day of July 2002 (this "Agreement"), between EPOCH

BIOSCIENCES, INC., a Delaware corporation ("Epoch"), and AMERSHAM BIOSCIENCES

CORP., a Delaware corporation ( "Amersham").



                                 R E C I T A L S



        A. Amersham develops, manufactures, markets, distributes and sells

proprietary instruments and reagents used to perform genomic analysis.



        B. Epoch wishes to appoint Amersham as its exclusive distributor of

Products (as defined below) on the terms and subject to the conditions set forth

in this Agreement, and Amersham is willing to accept such appointment.



                                A G R E E M E N T



        NOW, THEREFORE, in consideration of the foregoing, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, on the terms and subject to the conditions set forth herein, the

parties hereby agree as follows:



1. DEFINITIONS. When used herein, the following capitalized terms shall have the

following meanings:



        "AFFILIATE" means, in respect of any specified Person, any other Person

which, directly or indirectly, controls, is controlled by, or is under common

control with, such specified Person. The term "control" means the possession,

directly or indirectly, of the power to direct or cause the direction of the

management or policies of a Person, through the ownership of voting securities

or other equity interests, and the terms "controlled" and "common control" have

correlative meanings.



        "AGREEMENT" has the meaning set forth in the preamble.



        "AMERSHAM" has the meaning set forth in the preamble.



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        [*]



        "CHANGE IN CONTROL" means a change in ownership or control of Epoch

effected through (i) the acquisition, directly or indirectly, by any Person or

related group of Persons, of beneficial ownership of securities possessing more

than fifty percent (50%) of the total combined voting power of Epoch's

outstanding securities, or (ii) a merger or consolidation in which securities

possessing more than fifty percent (50%) of the total combined voting power of

Epoch's outstanding securities are transferred to a Person or Persons different

from the persons holding those securities immediately prior to such transaction;

or (iii) the sale, transfer or other disposition of all or substantially all of

Epoch's assets in complete liquidation or dissolution of Epoch.



        "CATALOGUE PROBE SET" means one or more MGB Eclipse Probes for a

specific target, designed by Epoch, pre-validated with synthetic or genomic DNA,

and supplied pre-diluted, with the probe, primers and hybridisation buffer in

separate containers (but Catalogue Probe Set shall not include any [*]).



        "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 11.1.



        "CUSTOM PROBE SET" means one or more MGB Eclipse Probes, with a probe

sequence specified by the customer (which may be determined using the MGB

Eclipse Software), and supplied pre-diluted, with the probe, primers and

hybridisation buffer in separate containers.



        "EPOCH" has the meaning set forth in the preamble.



        "EPOCH MARKS" means any and all trademarks, trade names, service marks,

service names, logos and similar proprietary rights owned, controlled or

licensed, or adopted from time to time, by Epoch and used in connection with the

marketing, distribution and sale of the Products.



        "FIELD" means the use of oligonucleotide probes for research use only,

and specifically excluding: (i) any human or animal diagnostic uses (including

any use of the results of any testing performed with any Product for patient

management), (ii) any industrial (including food industry) testing, (iii) any

forensic testing, and (iv) any environmental testing (including bio-terrorism

and bio-warfare).



        "FOREIGN LIST PRICE" has the meaning set forth in Section 4.1.



        "FTE" OR "FULL-TIME EQUIVALENT" means the services of a person suitably

qualified for the designated task for a period of one thousand eight-hundred and

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