JOINT VENTURE AGREEMENT



between



LYNX Therapeutics Inc., 25861 Industrial Boulevard, Hayward, California, 94545,

USA (hereinafter referred to as "LYNX")



and



BASF Aktiengesellschaft, 67056 Ludwigshafen, Deutschland

(hereinafter referred to as "BASF")







                                    PREAMBLE



WHEREAS, BASF and LYNX have concluded the "Joint Venture Agreement" of October

23, 1996, as amended by the "First Amendment to Joint Venture Agreement" of

October 23, 1998, according to which a joint venture company ("JVC") was

established in Heidelberg, Germany under the name "BASF LYNX Bioscience AG" by

BASF Biotechnology Holding GmbH, a company wholly owned by BASF ("BASF

Holding"), and LYNX Therapeutics GmbH, a company wholly owned by LYNX ("Lynx

Holding").



BASF Holding holds 51 percent of the JVC's voting stock and Lynx Holding holds

49 percent of the JVC's voting stock and each of them holds certain preferred

shares in the JVC which are destined to be offered to the JVC's employees,

members of its Executive Board and Scientific Advisory Board and certain other

collaborators.



The JVC conducts certain research and development services for BASF Holding and

Lynx Holding on the basis of the "Technology License and Development Agreement"

of January 1, 1997 between the JVC on the one hand and BASF Holding and Lynx

Holding on the other hand, as amended by the "First Amendment to Technology

License and Development Agreement" and the results of such research and

development conducted by the JVC under that agreement are owned jointly by BASF

Holding and Lynx Holding (the "Old License Agreement"). The exploitation of

these results is governed by the "Joint Venture Operating Agreement" between

BASF Holding and Lynx Holding of January 1, 1997.

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