COLLABORATION AGREEMENT



                                     BETWEEN



            LYNX THERAPEUTICS, INC. AND HOECHST SCHERING AGREVO GMBH



                               SEPTEMBER 30, 1999











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                             COLLABORATION AGREEMENT



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

effective as of September 30, 1999 (the "Effective Date"), by and between LYNX

THERAPEUTICS, INC., a Delaware corporation ("Lynx"), and HOECHST SCHERING AGREVO

GMBH, a German corporation ("AgrEvo"). Lynx and AgrEvo are sometimes referred to

herein individually as a "Party" and collectively as the "Parties".



                                    RECITALS



        WHEREAS, Lynx and AgrEvo are Parties to the Technology Development and

Services Agreement between Lynx and Hoechst Aktiengesellschaft ("Hoechst") of

October 2, 1995, as amended as of March 1, 1999 (the "Services Agreement"),

pursuant to which Hoechst has subscribed on a non-exclusive basis to certain

analytical services provided by Lynx on the terms set forth therein;



        WHEREAS, Lynx and AgrEvo are Parties to the Option Agreement between

Lynx and AgrEvo of June 10, 1999, pursuant to which Lynx has agreed to negotiate

in good faith exclusively with AgrEvo a collaboration agreement based on the

terms summarized in Exhibit A thereto during the period ending September 30,

1999;



        WHEREAS, Lynx and AgrEvo now desire to enter into a collaboration

agreement pursuant to which Lynx will develop and apply DNA analysis

technologies for the analysis of DNA from certain crop plants to enable the

discovery, development and commercialization of Products; and



        WHEREAS, in connection with establishing such collaboration AgrEvo

wishes to obtain and Lynx is willing to grant to AgrEvo certain rights to the

results of such analyses as described more fully herein, under the terms and

conditions set forth in this Agreement;



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

mutual covenants and agreements contained herein, the Parties hereto, intending

to be legally bound, agree as follows:



                                    ARTICLE 1



                                   DEFINITIONS



        As used in this Agreement, the following terms shall have the meanings

set forth below:



        1.1 "AFFILIATE" shall mean any entity that directly or indirectly Owns,

is Owned by or is under common Ownership with, a Party to this Agreement, where

"Own" or "Ownership" means direct or indirect possession of at least fifty

percent (50%) of the outstanding voting securities of a corporation or a

comparable ownership in any other type of entity, provided, however, that if the

law of the jurisdiction in which such entity operates does not allow fifty

percent (50%) or greater ownership by a Party to this Agreement, such ownership

interest shall be at least forty percent (40%).



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY

BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED.





                                       1

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        1.2 "AGREVO KNOW-HOW" shall mean the information on the

biologically-derived material provided by AgrEvo to Lynx under this Agreement,

which information is Controlled by AgrEvo and which information is reasonably

necessary for the interpretation of the Genotyping Results for a particular Crop



        1.3 "AGREVO PATENTS" shall mean any Patents that claim inventions made

by AgrEvo during the Collaboration Term based on the Genotyping Results (but

excluding Patents that are jointly owned pursuant to Section 5.5).



        1.4 "CO-EXCLUSIVE CROP" shall mean all plants, parts of plants, seeds

and other planting material, whether known as of the Effective Date or hereafter

created, of [ * ].



        1.5 "COLLABORATION TERM" shall have the meaning set forth in Section

6.1.



        1.6 "CONFIDENTIAL INFORMATION" shall mean, with respect to a Party, any

Information disclosed by such Party to the other Party under this Agreement,

except as limited by Section 7.2.



        1.7 "CONTROL" OR "CONTROLLED" shall mean, with respect to any material,

Information or Intellectual Property hereunder, possession by a Party of the

ability to grant access to and a license or sublicense as provided herein under

such material, information or right without violating the terms of any agreement

or other arrangements with any Third Party.



        1.8  "CROPS" shall mean the Exclusive Crops and the Co-Exclusive Crop.



        1.9  "DUPONT" shall mean E.I. DuPont de Nemours & Company, Inc., a

Delaware corporation.



        1.10 "DUPONT MAP" shall mean the high resolution physical map of the

genome of corn that has been accepted by DuPont.



        1.11 "EXCLUSIVE CROPS" shall mean all plants, parts of plants, seeds and

other planting material, whether known as of the Effective Date or hereafter

created, of any of the following: [ * ].



        1.12 "EXPERIMENTS" shall mean all experiments on Crops or model species

as agreed to by the Parties performed by Lynx using the Lynx Technology pursuant

to this Agreement other than experiments performed in the course of Technology

Development Projects or the development of any HRP Map.



        1.13 "FIELD" shall mean the analysis of genomes and gene expression of

Crops, or of plant pathogens or pests that affect Crops, for the purpose of

developing and commercializing Products.



        1.14 "FULLY BURDENED COST" OR "FBC" shall mean the actual cost of the

work performed by Lynx, including, without limitation, direct labor, direct

material and other direct items, and any indirect and overhead costs and

expenses allocatable to such work, as determined by Lynx in accordance with

United States generally accepted accounting principles consistently applied.

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