This STRATEGIC ALLIANCE AGREEMENT (the "Agreement") effective as of May 3, 2000

(the "Effective Date") is made by and between Genaissance Pharmaceuticals, Inc.

(hereinafter referred to as "GENAISSANCE"), a Delaware corporation having its

principal place of business at Five Science Park, New Haven, Connecticut 06511

and Sequenom, Inc. (hereinafter referred to as "SEQUENOM") a Delaware

corporation having its principal place of business at 11555 Sorrento Valley

Road, San Diego, California 92121.



                                   RECITALS





WHEREAS, SEQUENOM has expertise in the development and utilization of mass

spectrometry for biopolymer analysis, and expertise in biopolymer assay design

(MassARRAY(TM) Assays), and more specifically, has developed SEQUENOM's

proprietary MassARRAY(TM)  technology for high-throughput DNA analysis

(hereinafter "MassARRAY") and whereas SEQUENOM is building a database of

variation in genes of commercial significance to the pharmaceutical industry;



WHEREAS, GENAISSANCE has expertise in discovering human genomic variation and in

correlating such variation with clinical endpoints, and more specifically is

building a database of such variation in genes of commercial significance to the

pharmaceutical industry (Isogenomics(TM) Database);



WHEREAS, GENAISSANCE desires to purchase certain MassARRAY Products (as

hereinafter defined) from SEQUENOM to be used for GENAISSANCE's Internal

Research Purposes (as hereinafter defined) and HAP(TM) Marker Genotyping

Collaborations (as hereinafter defined), and also desires that SEQUENOM design

MassARRAY Assays (as hereinafter defined) to be used in support of GENAISSANCE's

Internal Research Purposes and HAP(TM) Marker Genotyping Collaborations;



WHEREAS, SEQUENOM is willing to supply MassARRAY Products and to design

MassARRAY Assays for GENAISSANCE for its Internal Research Purposes and HAP(TM)

Marker Genotyping Collaborations in accordance with the terms and conditions set

forth in this Agreement;



WHEREAS, SEQUENOM AND GENAISSANCE wish to collaborate in developing MassARRAY

technology for use in clinical trials and clinical genetic tests and wish to

collaborate in marketing each others products and services;



NOW, THEREFORE, in consideration of the mutual covenants and promises contained

herein, GENAISSANCE and SEQUENOM (each a "party" or collectively the "parties")

agree as follows:

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            ***PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR

               CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION



                                 CONFIDENTIAL





                            ARTICLE 1.  DEFINITIONS





1.1  "Affiliate" shall mean with respect to either party, a person or entity,

     including without limiting the generality of the foregoing, organizations,

     corporations, partnerships and joint ventures, that directly or indirectly

     through one or more intermediaries, controls, is controlled by or is under

     common control with such person or entity. "Control" (and, with correlative

     meanings, the term "controlled by" and "under common control with") means

     the possession of the power to direct or cause the direction of the

     management and policies of such person or entity, whether through the

     ownership of voting stock, by contract or otherwise. In the case of a

     corporation, "control" shall mean, among other things, the direct or

     indirect ownership of fifty percent (50%) or more of its outstanding voting

     stock.



1.1  "Commercial Genotyping Services" shall mean performing genotyping services

     in conjunction with a clinical diagnostic test to detect known disease

     mutations or known prognostic polymorphisms or performing genotyping

     services on a direct fee for service basis. For purposes of this Agreement,

     the parties agree that performance of genotyping by GENAISSANCE for

     Internal Research Purposes and for HAP(TM) Marker Genotyping Collaborations

     is excepted and not considered Commercial Genotyping Services under this

     definition.



1.3  DecoGen(TM) Software shall mean GENAISSANCE's software which is designed to

     curate, collate and mine in silico gene variation data and which contains

     algorithms for building haplotypes from SNPs and for identifying

     associations between genetic polymorphisms and phenotypes.



1.4  "Element" shall mean the SpectroCHIP(TM) technology, and the Reaction

     Components B, as set forth in Appendix B, required for the MassARRAY System

     to produce a mass spectrum from the reaction products located at a single

     defined area (a.k.a. "Position") located on the SpectroCHIP,***************

     ***************************************************************************

     ***************************************************************************

     By way of example, for the 96-D SpectroCHIP, each SpectroCHIP contains

     ninety six (96) Positions, so that for the MassARRAY System processing a

     SpectroCHIP that has a biopolymer sample ******************************,

     ninety six (96) Elements are used and consumed under this definition.



1.5  "Field of Use" shall mean Internal Research Purposes and HAP(TM) Marker

     Genotyping Collaborations. Commercial Genotyping Services are specifically

     excluded from the Field of Use.



1.6  "GENAISSANCE Know-How" shall mean any and all proprietary data,

     information, know-how, inventions, trade secrets, copyrights, regulatory

     submissions or other intellectual property of any kind, other than Patent

     Rights, owned or controlled by GENAISSANCE as of the Effective Date or

     during the term of this Agreement.



                                       2

{PAGE}



                                  CONFIDENTIAL



1.1   "Genolyzer(TM) Software" or "SpectroTYPER(TM) Software" shall mean

      SEQUENOM's software used in conjunction with the MassARRAY System to

      generate and store genotyping data, including sequences of primers used to

      detect SNPs, the nucleotides being detected, the mass spectrometry data

      relating to extension of such primers, and the genotypes generated from

      such data.



1.8   "HAP(TM) Marker Genotyping Collaborations" shall mean GENAISSANCE's in-

      house genotyping of SNPs pursuant to an agreement or collaboration with a

      third party, in which such genotyping is performed for the sole purposes

      of discovering, testing, confirming, or validating a SNP Association,

      including within the context of a clinical trial, and providing

      information to the third party regarding such association.



1.9   "HAP(TM) Marker Genotyping Collaborator" shall mean a third party,

      including but not limited to any pharmaceutical or biotechnology company,

      or any academic or nonprofit institution, for which GENAISSANCE performs

      genotyping for the purposes described in section 1.8.



1.10  "Internal Research Purposes" shall mean purposes and activities within

      GENAISSANCE that are limited to research and development. Internal

      Research Purposes includes SNP validation for GENAISSANCE's in-house

      disease specific projects. Internal Research Purposes does not mean and is

      not meant to include activities performed under grant money, funding, and

      non-funding arrangements with third party companies, enterprises, or

      institutions (for example, but not limited to pharmaceutical research or

      manufacturing organizations) under which results, products, or information

      from such activities are to be provided to the third party. Internal

      Research Purposes does not mean and does not include HAP(TM) Marker

      Genotyping Collaborations and does not mean and does not include

      Commercial Genotyping Services.



1.11  "MassARRAY Assay" or "Assay" shall mean an assay designed by SEQUENOM at

      the request of GENAISSANCE for the purpose of genotyping a particular

      Proprietary SNP or Non-proprietary SNP and to be used with the multi-step

      process described in Appendix C hereto, and such Assay shall include the

      nucleotide sequences of the amplification and extension primers, as well

      as allele-specific mass values, that are necessary for performing the

      Assay. For purposes of this Agreement, the parties agree that "MassARRAY

      Assays" shall mean all Assays which are designed by SEQUENOM at the

      request of GENAISSANCE after the Effective Date of this Agreement, as well

      as all Assays which were designed by SEQUENOM at the request of

      GENAISSANCE prior to the Effective Date of this Agreement for the SNPs

      listed in Appendix H hereto.



1.12  "MassARRAY Products" shall mean the MassARRAY System (as described and

      defined in Appendix A hereto, and as developed pursuant to sections 2.9.1

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