NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE

EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM

REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN

AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE

SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON

EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE

MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.



                            LYNX THERAPEUTICS, INC.



                                     WARRANT



Warrant No. [ ]                                        Dated: September __, 2003



         Lynx Therapeutics, Inc., a Delaware corporation (the "COMPANY"), hereby

certifies that, for value received, [Name of Holder] or its registered assigns

(the "HOLDER"), is entitled to purchase from the Company up to a total of [ ]1

shares of common stock, $0.01 par value per share (the "COMMON STOCK"), of the

Company (each such share, a "WARRANT SHARE" and all such shares, the "WARRANT

SHARES") at an exercise price equal to $9.91 per share (as adjusted from time to

time as provided in Section 9, the "EXERCISE PRICE"), at any time and from time

to time from and after the date hereof and through and including the date that

is five years from the date of issuance hereof (the "EXPIRATION DATE"), and

subject to the following terms and conditions. This Warrant (this "WARRANT") is

one of a series of similar warrants issued pursuant to that certain Securities

Purchase Agreement, dated as of the date hereof, by and among the Company and

the Purchasers identified therein (the "PURCHASE AGREEMENT"). All such warrants

are referred to herein, collectively, as the "WARRANTS."



         1.       Definitions. In addition to the terms defined elsewhere in

this Warrant, capitalized terms that are not otherwise defined herein have the

meanings given to such terms in the Purchase Agreement.



         2.       Registration of Warrant. The Company shall register this

Warrant, upon records to be maintained by the Company for that purpose (the

"WARRANT REGISTER"), in the name of the record Holder hereof from time to time.

The Company may deem and treat the registered Holder



--------------------

(1) 25% warrant coverage



{PAGE}



of this Warrant as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes, absent

actual notice to the contrary.



         3.       Registration of Transfers. The Company shall register the

transfer of any portion of this Warrant in the Warrant Register, upon surrender

of this Warrant, with the Form of Assignment attached hereto duly completed and

signed, to the Transfer Agent or to the Company at its address specified herein.

Upon any such registration or transfer, a new warrant to purchase Common Stock,

in substantially the form of this Warrant (any such new warrant, a "NEW

WARRANT"), evidencing the portion of this Warrant so transferred shall be issued

to the transferee and a New Warrant evidencing the remaining portion of this

Warrant not so transferred, if any, shall be issued to the transferring Holder.

The acceptance of the New Warrant by the transferee thereof shall be deemed the

acceptance by such transferee of all of the rights and obligations of a holder

of a Warrant.



         4.       Exercise and Duration of Warrants.



                  (a)      This Warrant shall be exercisable by the registered

Holder at any time and from time to time on or after the date hereof to and

including the Expiration Date. At 6:30 P.M., New York City time on the

Expiration Date, the portion of this Warrant not exercised prior thereto shall

be and become void and of no value; provided that, if the average of the Closing

Prices for the five Trading Days immediately prior to (but not including) the

Expiration Date exceeds the Exercise Price on the Expiration Date, then this

Warrant shall be deemed to have been exercised in full (to the extent not

previously exercised) on a "cashless exercise" basis at 6:30 P.M. New York City

time on the Expiration Date if a "cashless exercise" may occur at such time

pursuant to Section 10 below.



                  (b)      A Holder may exercise this Warrant by delivering to

the Company (i) an exercise notice, in the form attached hereto (the "EXERCISE

NOTICE"), appropriately completed and duly signed, and (ii) payment of the

Exercise Price for the number of Warrant Shares as to which this Warrant is

being exercised (which may take the form of a "cashless exercise" if so

indicated in the Exercise Notice and if a "cashless exercise" may occur at such

time pursuant to this Section 10 below), and the date such items are delivered

to the Company (as determined in accordance with the notice provisions hereof)

is an "EXERCISE DATE." The Holder shall not be required to deliver the original

Warrant in order to effect an exercise hereunder. Execution and delivery of the

Exercise Notice shall have the same effect as cancellation of the original

Warrant and issuance of a New Warrant evidencing the right to purchase the

remaining number of Warrant Shares.



         5.       Delivery of Warrant Shares.



                  (a)      Upon exercise of this Warrant, the Company shall

promptly (but in no event later than three Trading Days after the Exercise Date)

issue or cause to be issued and cause to be delivered to or upon the written

order of the Holder and in such name or names as the Holder may designate, a

certificate for the Warrant Shares issuable upon such exercise. The Holder, or

any Person so designated by the Holder to receive Warrant Shares, shall be

deemed to have become holder of record of such Warrant Shares as of the Exercise

Date. The Company shall, upon request of the Holder, use its best efforts to

deliver Warrant Shares hereunder

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