AGREEMENT BY AND BETWEEN

                           ARENA PHARMACEUTICALS, INC.

                                       AND

                        FUJISAWA PHARMACEUTICAL CO., LTD.





                                TABLE OF CONTENTS





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                                                                                 Page

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{S}                                                                              {C}

Article I.     Definitions                                                          1





Article II.    Preliminary Activities And Transfer Of Material And Data             6





Article III.   CART(TM) Activation Of Arena ************** Orphan Receptors         9



Article IV.    License and Screening With Fujisawa Activated Receptor

               Using Fujisawa Receptor Assay; Maintenance Fee; Exclusivity Fee     10



Article V.     Clinical Development Of CART Identified Compound                    12





Article VI.    Drug Product Revenue                                                14





Article VII.   Confidentiality                                                     16





Article VIII.  Patent Infringement And Enforcement                                 17





Article IX.    Representations And Warranties                                      17





Article X.     Indemnity                                                           18





Article XI.    Termination                                                         19





Article XII.   Relationship of the Parties                                         20





Article XIII.  Miscellaneous Provisions                                            20





Signature Blocks                                                                   23





Appendices                                                                A-1 and A-2





Exhibits                                                              Ex1 through Ex7

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                                 --PLEASE NOTE--



Provisions Within This Agreement Are Deemed "CONFIDENTIAL" In Accordance With

The Terms of Article VII.



         Reviewers are advised to confirm with their attorney as to any

       obligations and/or requirements regarding review of this Agreement





Confidential Treatment has been requested for the portions marked as ***.





                                   COVER PAGE

{PAGE}   2



                                    AGREEMENT





        This Agreement ("Agreement") is effective as of January 24, 2000

("Effective Date") by and between ARENA PHARMACEUTICALS, INC., having a place of

business at 6166 Nancy Ridge Drive, San Diego, California, 92121 USA ("Arena"),

and FUJISAWA PHARMACEUTICAL CO., LTD, having a place of business at 4-7,

Doshomachi 3-Chome, Chuo-Ku, Osaka 541-8514, JAPAN ("Fujisawa").



        WHEREAS, Fujisawa is a pharmaceutical company dedicated to innovative

research to discover drugs that satisfy unmet medical needs;



        WHEREAS, Arena is a biopharmaceutical organization focused on the

discovery and development of innovative therapeutics;



        WHEREAS, Arena and Fujisawa each desire to enter into this Agreement on

the terms and conditions set forth herein.



        NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, Arena and Fujisawa hereby agree as follows:





                                    ARTICLE I

                                   DEFINITIONS



        Unless otherwise specifically provided herein, the following terms shall

have the following meanings (all referenced statutes set forth in the following

definitions are collectively appendixed to this Agreement as "APPENDIX A"):



"Affiliate" when used with reference to a specified person, any person or entity

directly or indirectly controlling, controlled by or under common control with

the specified person, means the direct or indirect ownership of at least 50% of

the outstanding voting securities of an entity.



"Annual" means the period between January 1 and December 31, inclusive.



"Arena" means Arena and its Affiliates.



"Arena Activation Technology" means an Arena proprietary approach to identifying

and selecting a region within a G Protein Coupled Receptor that, when altered,

leads to constitutive activation of the altered receptor.



"Arena Activated Receptor" means an Arena ************** Orphan Receptor that

has been constitutively activated by Arena using the Arena Activation

Technology.



"Arena Antisense Oligonucleotide" and "Arena Antisense Oligonucleotides" means

oligonucleotide(s) designed by or on behalf of Arena to specifically bind with

the nucleic acid of a designated Arena ************** Orphan Receptor(s) to

inhibit the expression of such Arena ************** Orphan Receptor(s).



"Arena ************** Orphan Receptor" and "Arena ************** Orphan

Receptors" means any Orphan Receptor evidencing sequence homology with a





                                       1

                                  CONFIDENTIAL

{PAGE}   3



previously identified ********* receptor discovered, or provided to Fujisawa

hereunder, by Arena.



"Arena Library Compounds" means Library Compounds synthesized by Arena prior to

the Effective Date or during the term of the Agreement, or obtained by Arena

from a Third Party prior to the Effective Date or during the term of this

Agreement, excluding: (i) any compound(s) set forth in any Arena patent

application(s) filed with the United States Patent & Trademark Office prior to

Screening of any Fujisawa Activated Receptor, and/or (ii) any compound(s)

licensed by Arena to any Third Party prior to Screening of any Fujisawa

Activated Receptor, and/or (iii) any compound(s) that is the subject of any

negotiation between Arena and a Third Party prior to Screening of any Fujisawa

Activated Receptor.



"Arena Missense Oligonucleotide" and "Arena Missense Oligonucleotide(s)" means

oligonucleotide(s) designed by or on behalf of Arena that are the same length

and having the same base composition as a corresponding Arena **************

Orphan Receptor(s), but having a different sequence from the corresponding Arena

************** Orphan Receptor(s).



"Arena Patent Rights" means all present and/or future patents (including

inventor's certificates) and all present and/or future applications (including

provisional applications) therefor throughout the world as the case may be, and

substitutions, extensions, reissues, renewals, divisions, continuations, or

continuation-in-part thereof or therefor, owned or controlled (either fully or

partially) by Arena, or under which Arena may grant licenses or sublicenses, to

the extent they are directed to (1) Arena Activation Technology applied to

Fujisawa Activated Receptor(s) and/or (2) Arena Activated Receptor(s) and/or (3)

Fujisawa Receptor Assay(s) and/or (4) CART Identified Compound and/or (5) Drug

Product and/or (6) Screening Assay. It is understood that Fujisawa's exclusive

patent right on Fujisawa Library Compound described in the Section 4.1(c) hereof

shall be excluded from the scope of Arena Patent Right. A list of Arena Patent

Rights shall be attached hereto as APPENDIX B as of the Effective Date and Arena

shall update APPENDIX B from time to time during the terms of this Agreement by

sending Fujisawa such updated APPENDIX B and also the updated APPENDIX B as of

the end of December in each year within one (1) month after such date.



"Back-Up Compound" has the same meaning as set forth in Section 5.2(a) of this

Agreement.



"Best Reasonable Commercial Efforts" means efforts to achieve a designated

objective, which efforts are based upon reasonably prudent business factors and

considerations.



"CART Identified Compound(s)" means a compound, and/or a Derivative of a CART

Identified Compound, that has been identified as a modulator of a Fujisawa

Activated Receptor provided to Fujisawa by Arena hereunder, provided, however,

that for the purposes of this Agreement the following specific compounds shall

be excluded from the scope of the CART Identified Compound: *************

********************* and Derivatives of ********************************** and

any compound to be identified by Fujisawa as a back-up compound of *************

******************** by providing notice to Arena before completion of Fujisawa

Activities described in the Section 2.4.





                                       2

                                  CONFIDENTIAL

{PAGE}   4



"Combination Product(s)" means any product containing both an agent or

ingredient which constitutes a CART Identified Compound and one or more other

active agents or ingredients which do not constitute CART Identified Compounds.



"Cooperative Efficacy Criteria" has the same meaning as set forth in Section

2.3(c) of this Agreement.



"Derivative" and "Derivatives" of a first compound means a compound having the

same core structure as the first compound.



"Developing Receptor Fee" has the same meaning as set forth in Section 3.1 of

this Agreement.



"Drug Product" means a therapeutic product comprising a CART Identified

Compound.



"Drug Product Revenue" means an aggregate gross amount of monies received by

Fujisawa, Fujisawa's Licensee(s), and/or Affiliates of Fujisawa, for the sale of

Drug Product, provided, however, that sales between and among Fujisawa and its

Affiliates and Fujisawa's Licensee of Drug Product which are subsequently resold

or to be resold by such Affiliates or Fujisawa Licensees shall be excluded from

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