Dated                      2003

(1) ORCHID BIOSCIENCES EUROPE LIMITED

(2) TEPNEL DIAGNOSTICS LIMITED

(3) ORCHID BIOSCIENCES, INC

(4) TEPNEL LIFE SCIENCES PLC

BUSINESS PURCHASE AGREEMENT

in respect of

Orchid Biosciences Europe Limited?s Diagnostics Business

Bird & Bird

90 Fetter Lane

London EC4A 1JP

Tel: 020 7415 6000

Fax: 020 7415 6111

Ref: NKM/MAC/ORCID.0023

CONTENTS

Agreed Form Documents

THIS AGREEMENT is made the              day of              2003

BETWEEN:

RECITALS

OPERATIVE PROVISIONS

?Accounts Date? means 31 December 2002;

?Accounts Payable? means the aggregate amount owing by the Seller in connection with the Diagnostics Business to any creditors at the Effective Time, being those of

1

the Exchange Accounts Payable which have not been discharged by the Effective Time together with the Closing Accounts Payable;

?Accounts Receivable? means:

but specifically excluding any sums due or which may become due from DKMS;

?Act? means the Companies Act 1985, as amended;

?Admission? means admission of the Placing Shares to trading on AIM in accordance with Rule 6 of the AIM Rules;

?Admission Condition? means the Condition in clause 5.1;

?Agreed Form? means, in relation to any document, the form of that document which has been agreed and initialled by or on behalf of the parties for the purpose of identification immediately prior to the signing of this Agreement;

?AIM? means the Alternative Investment Market of the London Stock Exchange;

?AIM Rules? means the rules for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time;

?ARMS Licence? means the licence dated 12 February 2001 between Astra Zeneca UK Limited and the Seller;

?Assets? means the several assets to be sold by the Seller to the Purchaser under this Agreement and described in Clause 2.1;

?Business Day? a day on which clearing banks are open for business in New York;

?Business Intellectual Property? means the Intellectual Property owned or possessed by the Seller and which is used exclusively in the Diagnostics Business including the registered patents and trade marks listed in Part 1 of Schedule 7 and the other rights listed in Parts 2, 3 and 4 of Schedule 7;

2

?Circular? means the circular to Tepnel shareholders substantially in the Agreed Form;

?Claim Entitlements? means any sums to which the Seller is entitled either from third parties or insurers under any warranty, term, condition, guarantee or indemnity (whether express or implied) in favour of the Seller in relation to any Asset or Transferred Liability or in respect of any damage or injury caused to the Assets save to the extent of sums expended by the Seller before the Closing in making good such damage;

?Closing? means completion of the sale and purchase of the Assets to take effect from the Effective Time in accordance with Clause 7 (Escrow Closing and Closing);

?Closing Accounts Payable? means those sums due to third parties by the Seller at the Effective Time incurred by the Seller in the ordinary course of the Diagnostics Business in the period from close of business on 30 September 2003 of this Agreement to the Effective Time;

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