[*] INDICATES  INFORMATION  THAT HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL

     TREATMENT REQUEST, AND THIS INFORMATION HAS BEEN FILED UNDER SEPARATE COVER

                                                            WITH THE COMMISSION.



                        SETTLEMENT AGREEMENT AND RELEASE



     This Settlement  Agreement and Release (the  "Agreement") is effective this

15th day of September  2006 (the  "Effective  Date"),  between (i) ENZO BIOCHEM,

INC. and ENZO LIFE SCIENCES, INC. (formerly ENZO DIAGNOSTICS, INC.) (referred to

collectively herein as "ENZO"),  and YALE UNIVERSITY,  on the one hand, and (ii)

SIGMA-ALDRICH  CORP.,  SIGMA  CHEMICAL  COMPANY,  INC.,  SIGMA-ALDRICH  CO., and

SIGMA-ALDRICH,  INC. (referred to collectively herein as "SIGMA") (individually,

each a "Party" and collectively, the "Parties"), on the other hand.





                                    RECITALS



     WHEREAS,  ENZO  DIAGNOSTICS,  INC. and SIGMA  CHEMICAL  COMPANY,  INC. were

parties to a Distributorship Agreement (the "Distributorship Agreement"),  dated

January 5, 1996;



     WHEREAS,  YALE  is the  owner  of  United  States  Patent  Nos.  4,711,955,

5,328,824, 5,449,767 and 5,476,928 and it is the position of Enzo that it is the

exclusive licensee of those patents;



     WHEREAS,  ENZO  is the  owner  of  United  States  Patent  Nos.  4,707,440,

4,994,373, 5,013,831, 5,175,269 and 5,241,060;



     WHEREAS,  ENZO,  YALE and SIGMA are currently  engaged in litigation in the

United States  District  Court for the Southern  District of New York, in a case

captioned  ENZO  BIOCHEM,  INC. AND ENZO LIFE  SCIENCES,  INC. V.  SIGMA-ALDRICH

CORP., SIGMA CHEMICAL CO., INC.,  SIGMA-ALDRICH  CO., AND  SIGMA-ALDRICH,  INC.,

Civil Action No. 03-CV-3820 (JES) (S.D.N.Y.) (the "Litigation");



     WHEREAS,  the Litigation involves claims by ENZO for infringement of United

States  Patent  Nos.  4,707,440,  4,994,373,  5,013,831,  5,175,269,  5,241,060,

4,711,955,  5,328,824,  5,449,767  and  5,476,928 by certain  Sigma  Products as

defined  below in paragraph  1.6,  breach of the  Distributorship  Agreement and

unfair  competition  under  federal  law  as  alleged  in the  pleadings  of the

Litigation;



     WHEREAS, SIGMA filed an answer and counterclaims in the Litigation;



                                       1



{PAGE}





     WHEREAS,  the  Paties  desire  to  reach  an  amicable  resolution  of  the

Litigation  and all claims,  defenses and  counterclaims  asserted  therein,  in

accordance with the provisions of this Agreement;



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

promises  and  agreements  hereinafter  set forth,  and other good and  valuable

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

Parties agree as follows:





ARTICLE I: DEFINITIONS



1.1 Reference to "Enzo Parties" means and includes, without limitation: (a) Enzo

Biochem,  Inc. and Enzo Life Sciences,  Inc. and (i) their respective  officers,

directors,  employees, agents and/or representatives,  and (ii) their respective

subsidiaries,  affiliates and/or related companies that the respective party now

or in the future owns or controls;  and (b) any entity that Enzo  Biochem,  Inc.

and/or Enzo Life Sciences Inc. acquires or merges with in the future.





1.2 Reference to "Sigma Parties" means and includes,  without  limitations:  (a)

Sigma Aldrich Corporation,  Sigma-Chemical  Company, Inc., Sigma Aldrich Co. and

Sigma Aldrich,  Inc. and (i) their respective  officers,  directors,  employees,

agents and/or  representatives,  and (ii) the respective  party's  subsidiaries,

affiliates and/or related companies that it now owns or controls.





1.3  Reference  to "Yale"  means and  includes,  without  limitations:  (a) Yale

University and (i) its respective officers, directors,  employees, agents and/or

representatives, (ii) its subsidiaries, affiliates and/or related entities.





1.4 "Enzo Patents" means and is limited to United States Patent Nos.  4,707,440,

4,994,373,  5,013,831,  5,175,269,  5,241,060  and  foreign  counterparts.  Enzo

Patents does not include any other Enzo patents or patent applications,  whether

related  or  unrelated  to the  Enzo  Patents  (including,  but not  limited  to

continuations  and/or  continuations-in-part),  and  whether  pending,  allowed,

allowable or soon to be issued.





1.5 "Yale Patents" means and is limited to United States Patent Nos.  4,711,955,

5,328,824,  5,449,767 and 5,476,928 and foreign counterpart  applications.  Yale

Patents does not include any other Yale patents or patent applications,  whether

related  or  unrelated  to the  Yale  Patents  (including,  but not  limited  to

continuations  and/or  continuations-in-part),  and  whether  pending,  allowed,

allowable or soon to be issued.



                                       2



{PAGE}



1.6  "Sigma   Products"   means  any  product  listed  in  the  2002-2003  Sigma

Catalog-Biochemicals  and Reagents for Life Science  Research  plus the products

listed on EXHIBIT A hereto,  and  include,  without  limitation,  the  following

products:



         (a)      8-(6-aminohexyl) amino-adenosine 5' monophosphate (A 3771);

         (b)      8-(6-aminohexyl) amino-adenosine 5' triphosphate (A0269);

         (c)      Aminoallyl-dUTP (A 0410);

         (d)      Aminoallyl-dUTP (A 5910);

         (e)      Aminoallyl-UTP (A 5660);

         (f)      Bio-4-dUTP (B 1765);

         (g)      Bio-4-UTP (B 1640);

         (h)      Bio-11-dUTP (B 7645);

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