THIRD AMENDMENT TO

                 TECHNOLOGY DEVELOPMENT AND SERVICES AGREEMENT



This Third Amendment ("Third Amendment") to the Technology Development and

Services Agreement dated October 2, 1995, as amended through March 1, 1999 (the

"Agreement") is made and entered into as of December 1, 1999 by LYNX

THERAPEUTICS, INC., a Delaware corporation, for itself and its wholly-owned

subsidiaries, including SPECTRAGEN, INC., (collectively referred to as "Lynx"),

Aventis Pharmaceutical Inc., which changed its name from Hoechst Marion

Roussel, Inc. as of December 15, 1999, a Delaware corporation for itself and

its affiliates other than AgrEvo ("HMRI") and Aventis CropScience GmbH, which

is in the process of changing its name from Hoechst Schering AgrEvo GmbH, a

German corporation and an affiliate of HMRI (referred to as "AgrEvo").



                                   RECITALS



     WHEREAS, HMRI has the right under the Agreement to secure nonexclusive

access to Lynx's library analysis and other subscription services for itself

and all of its affiliates in accordance with the terms of the Agreement at any

time up to [*];



     WHEREAS, HMRI and Lynx desire to extend the time period during which HMRI

may activate its subscription for Lynx's services under the Agreement;



     WHEREAS, the parties wish to enter into this Third Amendment for the

purpose of providing such extension.



     NOW THEREFORE, in consideration of the foregoing premises and the

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