RESEARCH COLLABORATION AGREEMENT







        THIS RESEARCH COLLABORATION AGREEMENT ("Agreement") dated as of October

29, 1998 (the "Effective Date"), is made by and between LYNX THERAPEUTICS, INC.

a Delaware corporation ("Lynx"), and E.I. DUPONT DE NEMOURS AND CO., a Delaware

corporation ("DuPont"). Lynx and DuPont are sometimes referred to herein

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



                                    RECITALS



        WHEREAS, Lynx owns or controls certain technology and intellectual

property rights relating to solid phase cloning on beads of genomic DNA or cDNA

and analytical applications thereof, such as bead-based library comparisons,

signature sequencing on beads and high resolution physical mapping; and



        WHEREAS, DuPont is actively researching, developing and commercializing

products for agricultural applications; and



        WHEREAS, the Parties wish to establish a collaboration applying such

Lynx technology to the study of certain crop plants, to enable the discovery,

development and commercialization of agricultural products applicable to such

plants, including without limitation pesticides for the protection of such plant

crops as well as other agricultural chemical applications; and



        WHEREAS, in connection with establishing such collaboration DuPont

wishes to obtain and Lynx is willing to grant to DuPont certain license rights

to Lynx's technology 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%). For purposes of this Agreement,

Pioneer Hi-Bred International Inc. of Des Moines, Iowa, in which DuPont has a

twenty percent (20%) ownership interest, shall be considered a DuPont Affiliate.



        1.2 "CO-EXCLUSIVE CROPS" shall mean all varieties, whether known as of

the Effective Date or hereafter created, of any of the following: [ * ].



[ * ] = 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.



{PAGE}   3



        1.3 "COLLABORATIVE EFFORT" shall mean research and development

undertaken jointly in the Field by the parties based upon plans and projects

mutually agreed by the Joint Research Committee.



        1.4 "CO-EXCLUSIVE FIELD" shall mean the analysis of genomes and gene

expression of Co-Exclusive Crops, for the purpose of developing and

commercializing products solely for use in commercial agricultural applications

with respect to one or more Co-Exclusive Crops, including but not limited to

protection of such Co-Exclusive Crops against pests, improvement of the growth,

yield, disease resistance or other characteristics of the Co-Exclusive Crops or

for other agricultural purposes and agricultural chemical products relating to

the Co-Exclusive Crops.



        1.5 "COLLABORATION TERM" shall mean the period commencing on the

Effective Date and continuing until the fifth anniversary of the Effective Date,

unless earlier terminated or extended under this Agreement.



        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 8.2.



        1.7    "[ * ] MAP" shall have the meaning set forth in Section 3.7(a).



        1.8 "CROPS" shall mean the Exclusive Crops, the Co-Exclusive Crops and

the Non-Exclusive Crops.



        1.9 "EXCLUSIVE CROPS" shall mean all varieties, whether known as of the

Effective Date or hereafter created, of any of the following: [ * ].



        1.10 "EXCLUSIVE FIELD" shall mean the analysis of genomes and gene

expression of Exclusive Crops, for the purpose of developing and commercializing

products solely for use in commercial agricultural applications with respect to

one or more Exclusive Crops, including but not limited to protection of such

Exclusive Crops against pests, improvement of the growth, yield, disease

resistance or other characteristics of the Exclusive Crops or for other

agricultural purposes and agricultural chemical products relating to the

Exclusive Crops.



        1.11 "EXPERIMENTS" shall mean those experiments, as further described in

Sections 3.2 and 3.3, that are intended to apply the Lynx Technology to

commercial research relating to the Crops to enable discovery and development of

agricultural products useful for protection of such Crops against pests,

improvement of the growth, yield, disease resistance or other characteristics of

the Crops of for other agricultural purposes relating to the Crops.



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

plants, or of plant pathogens or plant pests, for the purpose of developing and

commercializing Products solely for use in commercial agricultural applications

with respect to one or more plants, including but not limited to protection of

plants against pests, improvement of the growth, yield, disease resistance or

other characteristics of plants or for other agricultural purposes and

agricultural chemical products relating to plants.



        1.13   "HRP MAP" shall have the meaning set forth in Section 3.7(c).

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