NEITHER THESE SECURITIES NOR THE SECURITIES INTO 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN

COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A

LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF

WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.





                            LYNX THERAPEUTICS, INC.



                                    WARRANT



Warrant No. [ ]                                             Dated: May 24, 2001





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

certifies that, for value received, [ ] or its registered assigns ("Holder"), is

entitled, subject to the terms set forth below, to purchase from the Company up

to a total of [ ](1) shares of common stock, $.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 per share equal to $9.2011

(as such exercise price may be adjusted from time to time as provided in Section

8, the "Exercise Price"), at any time and from time to time from and after the

date hereof and through and including the fifth year anniversary of the date

hereof (the "Expiration Date"), and subject to the following terms and

conditions:



               1. 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 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, and the Company shall not be affected

by notice to the contrary.





__________________

(1) 25% warrant coverage.





{PAGE}   2









               2.     Registration of Transfers and Exchanges.



                      (a)    The Company shall register the transfer, subject

to compliance with applicable federal and state securities laws 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 for notice set forth in Section

12. 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 of such transferee of all of the rights and obligations of a holder

of a Warrant.



                      (b)    This Warrant is exchangeable, upon the surrender

hereof by the Holder to the office of the Company at its address for notice set

forth in Section 12 for one or more New Warrants, evidencing in the aggregate

the right to purchase the number of Warrant Shares which may then be purchased

hereunder. Any such New Warrant will be dated the date of such exchange.



               3.     Duration and Exercise of Warrants.



                      (a)    This Warrant shall be exercisable by the

registered Holder on any business day before 6:30 P.M., New York City time, 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 expire and become void

and of no value. Prior to the Expiration Date, the Company may not call or

otherwise redeem this Warrant.



                     (b) Subject to Section 10 hereof, upon delivery of an

executed Form of Election to Purchase, together with the grid attached hereto as

Annex A duly completed and signed, to the Company at its address for notice set

forth in Section 12 and upon payment of the Exercise Price multiplied by the

number of Warrant Shares that the Holder intends to purchase hereunder in

Section 9, in the manner provided hereunder, all as specified by the Holder in

the Form of Election to Purchase, the Company shall promptly (but in no event

later than 3 business days after the Date of Exercise (as defined herein)) 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, free of restrictive legends

except: (i) in the event that a registration statement covering the resale of

the Warrant Shares and naming the Holder as a selling stockholder thereunder is

not then effective or the Warrant Shares are not freely transferable without

volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act

of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have

been issued pursuant to a written agreement between the original Holder and the

Company, as required by such agreement. 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 Date of Exercise of this Warrant. The Company

shall, upon request of the Holder, if





                                       2.

{PAGE}   3



available, use its best efforts to deliver Warrant Shares hereunder

electronically through the Depository Trust Corporation or another established

clearing corporation performing similar functions. To effect an exercise

hereunder, the Holder shall not be required to physically surrender this Warrant

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