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Sample Business Contracts

Collaboration and License Agreement - SmithKline Beecham Corp., SmithKline Beecham plc, Human Genome Sciences Inc. and Merck KGaA

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                                  Merck/SB/HGS
                                  ------------
                       COLLABORATION AND LICENSE AGREEMENT
                       -----------------------------------

         This  Collaboration and License  Agreement  (Agreement) is entered into
and  effective  this  10th day of July,  1996 by and  among  SmithKline  Beecham
Corporation,  a  corporation  organized  under the laws of the  Commonwealth  of
Pennsylvania,  having a place of business at One Franklin  Plaza,  Philadelphia,
Pennsylvania 19101, U.S.A. ("SB corp"), SmithKline Beecham p.l.c., a corporation
organized under the laws of England and having a place of business at Great West
Road,  Brentford,  Middlesex,  England ("SB plc") (individually and collectively
"SB"), Human Genome Sciences,  Inc. located at 9410 Key West Avenue,  Rockville,
Maryland 20850 ("HGS") and Merck KGaA,  Frankfurter  Str. 250, 64271  Darmstadt,
Germany("Merck").

         WHEREAS  SB corp and HGS,  entered  into  the  Collaboration  Agreement
(defined below) effective as of May 19, 1993 relating to sequencing of expressed
genes and development of practical applications therefor; and
         WHEREAS SB and HGS wish to  collaborate  with and grant and  license to
Merck,  certain  rights,  including  certain  rights  granted and licensed to SB
pursuant to the  Collaboration  Agreement  and SB/HGS  License  Agreement  (both
defined  below),  and Merck wishes to collaborate  with SB and HGS and to accept
such grant and license;
         NOW,  THEREFORE,  in  consideration  of the covenants  and  obligations
expressed  herein,  and intending to be legally bound, and otherwise to be bound
by proper and reasonable conduct, the parties agree as follows:

I.       Definitions
1.0      "Affiliate"  shall mean any  corporation,  firm,  partnership  or other
   entity,  whether de jure or de facto,  which directly or indirectly  owns, is
   owned by or is under common  ownership  with a party to this Agreement to the
   extent  of at least  fifty  percent  (50%)  of the  equity  (or  such  lesser
   percentage which is the maximum allowed to be owned by a foreign  corporation
   in a  particular  jurisdiction)  having  the power to vote on or  direct  the
   affairs of the entity and any person, firm, partnership, corporation or other
   entity  actually  controlled  by,  controlling or under common control with a
   party  to  this  Agreement. 
1.1      "Alliance  Committee"  shall  mean  a  committee  consisting  of  three
   (3) scientists  appointed by Merck and three (3)  scientists  appointed by SB
   and  co-chaired by one (1) of the SB appointees  and co-chaired by one (1) of
   the Merck appointees.

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1.2      "Antibody Product"shall mean a Product which is an antibody (monoclonal
   or polyclonal) or fragments or constructs thereof in the Merck Field which is
   potentially  useful for the  treatment or prevention of a disease or disorder
   in humans.
1.3      "Antisense" shall mean inhibiting or preventing in vivo expression in a
   human or animal of a gene  product by use of an  oligonucleotide  or modified
   oligonucleotide which binds to RNA or DNA to prevent and/or impair expression
   of the gene  product. 
1.4      "Blocking  Claim"  shall  mean a claim  under any patent application or
   granted patent anywhere in the world which  generically but not  specifically
   covers (i) any and all compounds (and/or the use thereof) which interact with
   or  prevent  interaction  with a  specified  Target  and/or  (ii) any and all
   antibodies  (and/or the use thereof) against a specific Target or Therapeutic
   Protein.  The  following  are examples of "blocking  claims":  (1) a compound
   which  interacts  with  receptor  X; (2) a compound  which  prevents  binding
   between receptor X and its ligand,  (3) a process for activating  receptor X,
   comprising:  contacting  receptor X with a compound  which binds  thereto and
   activates the receptor; (4) a process for preventing activation of receptor X
   comprising:  contacting  receptor X with a compound  which  prevents  binding
   between  receptor X and its  ligand. 
1.5      "Bioinformatics" shall mean  computer software and know-how  useful for
   the  analysis,  comparison,  and  curation of human  nucleic acid and protein
   sequences,  and information  related to such sequences;  and software for the
   construction  and  maintenance  of  databases  for  the  compilation  of such
   sequences and their associated information; each as developed through the end
   of the Initial Research Term.  Bioinformatics  shall include software for the
   prediction  of the  three-dimensional  structure  of  proteins  from  primary
   sequence  information  but  Bioinformatics  shall not  include  software  for
   rational   drug   design   based   on   such   three-dimensional   structure.
1.6      "Collaboration Agreement"shall mean the Collaboration Agreement entered
   into  between SB and HGS  effective  as of May 19,  1993,  as amended  and/or
   superseded from time to time.
1.7      "Collaboration Partner Agreement" shall  mean  an  agreement between or
   among SB and/or HGS and (1)  Synthelabo  substantially  in accordance  with a
   memorandum of intent dated March 11, 1996; (2) SP substantially in accordance
   with a memorandum of intent dated April 21, 1996; (3) Takeda substantially in
   accordance with the SB/Takeda  Collaboration and License Agreement dated June
   5, 1995;  and (4) a  COLLABORATION  PARTNER,  in  addition  to (1) and (2) or
   substituted for (1) or (2), wherein

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   such  COLLABORATION PARTNER is  granted  substantially  the same licenses and
   rights  as  granted  by  SB  and/or  HGS  pursuant  to  any one or all of the
   foregoing agreements pursuant to Paragraph 2.21. 
1.8      "Collaboration Partner" shall mean  those entities  which are set forth
   in  Appendix  A, or  substituted  for an entity in  Appendix A and any entity
   added to Appendix A or  substituted  for an entity in Appendix A which in the
   aggregate  shall be no more than four (4)  entities. 
1.9      "Collaboration    Partner    Patent"    shall  mean  individually   and
   collectively a Collaboration  Partner Target Patent and Collaboration Partner
   Therapeutic  Protein Patent.  Included within the definition of Collaboration
   Partner Patents are all  continuations,  continuations-in-  part,  divisions,
   patents  of  addition,  reissues,  renewals  or  extensions  thereof  and all
   supplementary-like  patent  certificates.  SB Patents,  HGS Patents and Merck
   Patents shall not be Collaboration  Partner Patents. 
1.10     "Collaboration  Partner   Target  Patent"  shall   mean all  patents or
   patent  applications  owned  by  a  Collaboration   Partner  or  to  which  a
   Collaboration Partner otherwise has, now or in the future, the right to grant
   licenses  and to the  extent  that it claims a Target or  includes a Blocking
   Claim and as to which SB and/or HGS has the right to grant a license to Merck
   and which is filed  prior to the end of the  Initial  Research  Term  under a
   Collaboration   Partner   Agreement.   Included   within  the  definition  of
   Collaboration    Partner    Target    Patents    are    all    continuations,
   continuations-in-part,  divisions, patents of addition, reissues, renewals or
   extensions   thereof   and  all   supplementary-like   patent   certificates.
1.11     "Collaboration  Partner  Therapeutic  Protein  Patent"  shall mean  all
   patents or patent applications owned by a Collaboration Partner or to which a
   Collaboration Partner otherwise has, now or in the future, the right to grant
   licenses  and to the extent  that it claims a  Therapeutic  Protein or use or
   manufacture  thereof  and as to which SB and/or  HGS has the right to grant a
   license to Merck and which is filed prior to the end of the Initial  Research
   Term under a Collaboration Partner Agreement.  Included within the definition
   of Collaboration  Partner  Therapeutic Protein Patents are all continuations,
   continuations-in-part,  divisions, patents of addition, reissues, renewals or
   extensions   thereof   and  all   supplementary-like   patent   certificates.
1.12     "Diagnostics" shall mean any product, process,  substance,  composition
   or service intended to predict, detect or identify a disease or determine the
   development  or  presence  of  a  pathologic   condition  in  a  human.
1.13     "Discovered"  shall  mean  the  earlier  of (a) the  filing  date of an
   application for a patent filed in any country by Merck under this

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   Agreement,  HGS  and/or  SB  under  the  Collaboration   Agreement,  and/or a
   Collaboration  Partner under a Collaboration  Partner Agreement  containing a
   specific  disclosure of a Merck  Product;  or (b)  identification  of a Merck
   Product by Merck.
1.14     "Drug Product" shall mean a Product other than a Therapeutic Protein or
   Antibody  Product  in the Merck  Field  which is  potentially  useful for the
   treatment or  prevention of a disease or disorder in humans and shall include
   in vivo  Diagnostics.
1.15     "Effective Date" shall mean the date first written above.
1.16     "Gene"  shall  mean  a  human  gene  or  a  portion   thereof  or  cDNA
   corresponding thereto.
1.17     "Gene  Therapy"  shall mean  treatment or prevention  of a disease,  or
   remedying a gene  deficiency of humans or animals by genetic  modification of
   human somatic cells or animal  somatic or germ cells (in vivo, in vitro or ex
   vivo)  with  DNA  (RNA)  for  the   purpose  of   expressing   a  protein  or
   oligo(poly)nucleotide  encoded by said DNA (RNA) in a human or animal.
1.18     "Gene  Therapy   Vaccine"   shall  mean  a  Vaccine  which  achieves  a
   therapeutic  effect by inducing an  antigen-specific  humoral and/or cellular
   immune  system  response by Gene  Therapy.
1.19     "HGS  Field"  shall  mean:  (i) Gene  Therapy  including  Gene  Therapy
   Vaccines, (ii) Antisense and (iii) biotransformation of a chemical to prepare
   pharmaceutically  active  agents for human or animal  use,  or  intermediates
   therefor,  which active agents or  intermediates  therefore  were  discovered
   prior to May 19,  1993.
1.20     "HGS  Patents"  shall mean all patents and patent  applications  to the
   extent that they claim HGS Technology, which are or become owned by HGS or to
   which HGS otherwise has, now or in the future,  the right to grant  licenses,
   or  sublicenses.  Included  within  the  definition  of HGS  Patents  are all
   continuations,   continuations-in-part,   divisions,   patents  of  addition,
   reissues,  renewals or extensions thereof and all  supplementary-like  patent
   certificates.  HGS Patents  shall include HGS' interest in patents and patent
   applications  to which HGS is a joint owner pursuant to Paragraph  14.1.
1.21     "HGS Technology" shall mean the following technology, whether patented,
   patentable or not: (a) sequence data with respect to human DNA and expression
   products thereof and Bioinformatics  relating thereto, in each case developed
   by or for HGS prior to and through the end of the Initial  Research Term, (b)
   information on biological  function of Therapeutic  Proteins developed by HGS
   prior to the Initial  Research Term, (c) HGS clones  containing  sequences in
   (a), (d) information on

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   biological   function   of  Targets   developed  by  or  for HGS prior to and
   through  the  end of the  Initial  Research  Term,  and  (e)  information  on
   biological  function of Therapeutic  Proteins for use as Targets developed by
   HGS during the Initial Research Term and after such  Therapeutic  Protein has
   been claimed by HGS pursuant to Section 8. Bioinformatics in subparagraph (a)
   shall not include  Bioinformatics  licensed by HGS from a Third Party; except
   where HGS has the royalty-free right to license such  Bioinformatics to Merck
   or where HGS has a  royalty-bearing  right to license such  Bioinformatics to
   Merck and Merck agrees to pay royalties for its use of such license.
1.22     "Initial  Research Term" shall mean the term beginning on the Effective
   Date and ending June 30, 2001.
1.23     "Licensed  Technology" shall mean  individually and  collectively,  HGS
   Technology and SB Technology.
1.24     "Licensed  Patents"  shall  mean  individually  and  collectively,  HGS
   Patents and SB Patents.
1.25     "Major Country" shall mean the United States, Canada,  Germany,  United
   Kingdom,  France, Italy, or Japan.
1.26     "make, have made, use and sell" shall mean all exclusionary  rights now
   or in the future  conferred by a patent or equivalent  of a patent  (e.g.,  a
   SPC),   copyright,   or  trade  secret  law  of  each  applicable  respective
   jurisdiction  of the world,  including  but not limited to the right to make,
   have made, use, offer to sell, sell, import,  copy, display,  and distribute.
1.27     "Management  Committee" shall mean a committee  consisting of three (3)
   members  appointed  by  Merck  and  three  (3)  members  appointed  by SB and
   co-chaired by one (1) of the SB appointees  and  co-chaired by one (1) of the
   Merck  appointees.
1.28     "Merck"  shall mean Merck KGaA and any present or future  Affiliate  to
   which any rights  and/or  obligations  of it are  assigned  and/or  delegated
   pursuant to this Agreement as provided herein.
1.29     "Merck Antibody Product" shall mean an Antibody Product developed by or
   for Merck or its  licensee. 
1.30     "Merck Drug  Product"  shall mean a Drug  Product  developed  by or for
   Merck  or its  licensee. 
1.31     "Merck Field" shall mean the treatment and/or  prevention of disease in
   humans  including  Vaccines and in vivo  Diagnostics,  but  excluding the HGS
   Field and in vitro  Diagnostics.  
1.32     "Merck  Patents" shall mean all patents and patent  applications to the
   extent that they claim Merck  Technology,  which are or become owned by Merck
   or to which Merck  otherwise  has,  now or in the future,  the right to grant
   licenses or sublicenses. Included within the definition of Merck

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   Patents  are  all  continuations,  continuations-in-part,  divisions, patents
   of   addition,   reissues,   renewals   and   extensions   thereof   and  all
   supplementary patent-like  certificates.  Merck Patents shall include Merck's
   interests  in patents  and patent  applications  under which Merck is a joint
   owner pursuant to Paragraph 14.1.
1.33     "Merck Product" shall mean  individually  and collectively a Merck Drug
   Product,  Merck Protein  Product and Merck Antibody  Product. 
1.34     "Merck  Protein  Product"  shall be a  Product  containing  one or more
   Therapeutic  Protein(s)  developed  by or for Merck or its  licensee.
1.35     "Merck Technology" shall mean any and all data, substances,  processes,
   materials, formulas, inventions and information, developed by or on behalf of
   Merck which incorporate or are based on or derived by substantial or material
   use of Licensed  Technology or Targets and  biological  information  received
   from  Collaboration  Partners or other  technology  or  information  which is
   proprietary to SB or HGS. Merck  Technology  shall not include  technologies,
   reagents  or  materials  made by Merck  merely  because of an  incidental  or
   immaterial use of Licensed  Technology or such Targets in the  development of
   such  technologies,  reagents  or  materials.
1.36     "Net Sales" shall mean gross  receipts  from sales of Merck  Product by
   Merck or SB or,  except  as  provided  below,  their  respective  Affiliates,
   licensees,  distributors trading on Merck's or SB's account or joint ventures
   or  other  associated  companies,  less  deductions  for  (i)  transportation
   charges,   including   transportation  insurance  to  the  extent  separately
   invoiced; (ii) sales and excise taxes and duties paid or allowed by a selling
   party  and any  other  governmental  charges  imposed  upon  the  production,
   importation,  use or sale of such product;  (iii) normal and customary trade,
   quantity and cash discounts  allowed and rebates including but not limited to
   Medicaid-like rebates; and (iv) allowances or credits to customers on account
   of  rejection or return of such  product or on account of  retroactive  price
   reductions  affecting  such  product.  Sales between or among a party to this
   Agreement and its respective Affiliates,  licensees,  distributors trading on
   Merck's or SB's  account,  or joint  ventures or other  associated  companies
   shall be included  within Net Sales only if such  purchaser is an end-user of
   the Merck Product.  Otherwise,  Net Sales shall only include the  subsequent,
   final  sales to Third  Parties. 
1.37     "Product(s)" shall mean any product, process, substance, composition or
   service which in whole or in part (i)  incorporates or is based on or uses or
   is derived by use of Licensed  Technology and/or Merck Technology and/or (ii)
   is covered by a Licensed Patent and/or a Merck Patent

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   and/or  (iii)  is  based  on  or  is derived by use of a Target obtained from
   a Collaboration  Partner;  and/or (iv) is covered by a Collaboration  Partner
   Patent as to which Merck  obtains  rights from a  Collaboration  Partner.  An
   incidental  or immaterial  use of Licensed  Technology,  such Targets  and/or
   Merck Technology shall not cause a product, process,  substance,  composition
   or service to become a Product. 
1.38     "Research  Antibody  Plan"  shall  mean  a  plan  for  discovering  and
   developing a Merck Antibody  Product.  A  representative  sample of such plan
   forms  Appendix D.
1.39     "Research  Drug  Plan"  shall mean a plan for  screening  of Targets to
   discover a Merck Drug  Product.  A  representative  sample of such plan forms
   Appendix  D.
1.40     "Research  Plan" shall mean  individually  and  collectively a Research
   Protein Plan, a Research Antibody Plan and a Research Drug Plan.
1.41     "Research  Protein Plan" means a plan for research and development of a
   Merck Protein Product which summarizes scientific data, proposed research and
   development efforts and research and development milestones sufficient for SB
   or  HGS to  reasonably  monitor  applicable  diligence  obligations  required
   herein.  A  representative  sample of such plan forms  Appendix D. 
1.42     "Research Term" shall mean the term beginning on the Effective Date and
   ending June 30,  2001 plus  extensions  obtained  pursuant to Section 7.
1.43     "SB"  shall  mean  SmithKline  Beecham  Corporation  and/or  SmithKline
   Beecham plc and any present or future  Affiliate  to which any rights  and/or
   obligations of either of them are assigned and/or delegated  pursuant to this
   Agreement  as provided  herein. 
1.44     "SB/HGS License  Agreement"  shall mean the license  agreement  entered
   into  between  SB and HGS  effective  as of 15  September  1994 as amended or
   superseded  from time to time.
1.45     "SB  Field"  shall  mean  human  and  animal   health  care   including
   Diagnostics and Vaccines but excluding the HGS Field.
1.46     "SB  Patents"  shall mean all  patents and patent  applications  to the
   extent that they claim SB  Technology,  which are or become owned by SB or to
   which SB otherwise has, now or in the future, the right to grant licenses, or
   sublicenses.   Included   within  the   definition  of  SB  Patents  are  all
   continuations,   continuations-in-part,   divisions,   patents  of  addition,
   reissues,  renewals or extensions thereof and all  supplementary-like  patent
   certificates.  SB Patents  shall  include SB's interest in patents and patent
   applications to which SB is a joint owner pursuant to Paragraph 14.1.

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"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

1.47     "SB Technology" [***]
1.48     "SP"  shall  mean  Schering  Plough  Corporation  and  its  Affiliates.
1.49     "Special  SB  Technology" [***]
1.50     "SPC"  shall mean a right  based upon a patent to exclude  others  from
   making, using or selling a Merck Product, such as a Supplementary  Protection
   Certificate. 
1.51     "Synthelabo"  shall mean  Synthelabo,  located at 22,  avenue  Galilee,
   92352 Le  Plessis-Robinson  Cedex  France,  Synthelabo  Recherche  and  their
   present and future  Affiliates  to which any rights  and/or  obligations  are
   assigned  and/or  delegated  pursuant to a Collaboration  Partner  Agreement.
1.52     "Takeda" shall mean shall mean Takeda  Chemical  Industries,  Ltd., and
   its AFFILIATES. 
1.53     "Target"  shall mean a Product which is a Gene,  or expression  product
   thereof (e.g.,  receptors,  enzymes or ion channels)  which could be used for
   screening or other drug discovery purpose to identify compounds or antibodies
   with a biochemical or pharmacological effect.

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1.54     "Therapeutic  Protein" shall mean a Product in the Merck Field which is
   a  polypeptide  derived  from a Gene  (excluding  Antibody  Product  and Drug
   Products) which may be useful for the treatment or prevention of a disease or
   disorder in humans.
1.55     "Third Party" shall mean shall mean any party other than Merck, HGS, SB
   or their  Affiliates.
1.56     "Vaccine"  shall mean any substance  which achieves a  prophylactic  or
   therapeutic  effect by inducing an  antigen-specific  humoral and/or cellular
   immune  system  response  but  Vaccines  shall not  include  a "Gene  Therapy
   Vaccine".

2.       License Grants and Covenants
Research Term Grants
2.1.     SB  hereby   grants  to  Merck  a   non-exclusive,   non-sublicenseable
   world-wide  license  under SB  Technology  and SB Patents to perform and have
   performed  research  and  development  in the Merck Field during the Research
   Term.
2.2      HGS  hereby  grants  to  Merck  a   non-exclusive,   non-sublicenseable
   world-wide  license under HGS  Technology and HGS Patents to perform and have
   performed  research  and  development  in the Merck Field during the Research
   Term.
2.3      SB and HGS  hereby  grant to Merck as the case may be a  non-exclusive,
   non-sublicenseable  world-wide license under SB Technology,  SB Patents,  HGS
   Technology,  and HGS Patents to perform  experiments during the Research Term
   in the HGS Field and SB Field in furtherance  of research and  development in
   the Merck Field.
   Post Research Term Grants to Merck
2.4      SB  hereby   grants  to  Merck  a   non-exclusive,   non-sublicenseable
   world-wide  license  under SB  Technology  and SB Patents to perform and have
   performed research and development in the Merck Field after the Research Term
   (i) in accordance  with Research Plans submitted by Merck prior to the end of
   the Research  Term;  and/or (ii) outside of a Research Plan only with respect
   to SB  Technology  and SB  Patents  which  results  from  the  sequencing  of
   libraries  provided by Merck to HGS pursuant to  Paragraphs  6.3 and 6.5.
2.5     HGS  hereby  grants  to  Merck  a   non-exclusive,   non-sublicenseable
   world-wide  license under HGS  Technology and HGS Patents to perform and have
   performed research and development in the Merck Field after the Research Term
   (i) in accordance  with Research Plans submitted by Merck prior to the end of
   the Research  Term;  and/or (ii) outside of a Research Plan only with respect
   to HGS Technology and HGS Patents

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   which  results  from  the  sequencing of libraries  provided  by Merck to HGS
   pursuant  to  Paragraphs  6.3 and 6.5. 
2.6      SB and HGS as the case may be  hereby  grant to Merck a  non-exclusive,
   non-sublicenseable  world-wide license under SB Technology,  SB Patents,  HGS
   Technology,  and HGS Patents to perform  experiments  in the SB Field and HGS
   Field in furtherance of research and development in the Merck Field after the
   Research Term in accordance  with Research Plans  submitted by Merck prior to
   the end of the  Research  Term. 
2.7      SB and HGS grant to Merck an irrevocable, royalty-free,  non-exclusive,
   world-wide  license under  Licensed  Technology  and Licensed  Patents to use
   Bioinformatics after the Research term.
   Merck Drug Product and Merck Antibody Product  Grants
2.8      SB and HGS as the case may be  hereby  grant to Merck a  non-exclusive,
   world-wide license under SB Technology and SB Patents, HGS Technology and HGS
   Patents  with  respect to claims  directed to Targets and the use thereof and
   also with respect to Blocking Claims, to make, have made, use, and sell Merck
   Drug Products (other than Merck Drug Products which are in vivo  Diagnostics)
   and Merck  Antibody  Products in the Merck Field which  result from  Research
   Plans submitted by Merck prior to the end of the Research Term.
2.9      SB and HGS as the case may be  hereby  grant to Merck a  non-exclusive,
   world-wide license under HGS Technology and HGS Patents, SB Technology and SB
   Patents to make,  have made,  use, and sell Merck Drug  Products in the Merck
   Field  which  are in  vivo  Diagnostics  which  result  from  Research  Plans
   submitted  by Merck  prior to the end of the  Research  Term. 
   Merck  Protein Product Grants
2.10     (a) SB hereby grants to Merck an exclusive  world-wide license under SB
   Technology  and SB Patents to make,  have  made,  use and sell Merck  Protein
   Products  in the Merck  Field as to which  Merck  meets the  requirements  of
   Paragraph  8.4(A).  (b) SB  hereby  grants to Merck an  exclusive  world-wide
   license under SB Technology  and SB Patents to make,  have made, use and sell
   Merck  Protein  Products  in the  Merck  Field as to which  Merck  meets  the
   requirements  of Paragraph  8.4(B) only for use as a Vaccine. 
2.11     (a) HGS hereby  grants to Merck an exclusive  world-wide  license under
   HGS Technology and HGS Patents to make, have made, use and sell Merck Protein
   Products  in the Merck  Field as to which  Merck  meets the  requirements  of
   Paragraph  8.4(A).  (b) HGS hereby  grants to Merck an  exclusive  world-wide
   license under HGS Technology and HGS Patents to make, have made, use and sell
   Merck Protein Products in the

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"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

   Merck  Field as to which Merck  meets the  requirements  of  Paragraph 8.4(B)
   only for use as a Vaccine.
2.12.    Notwithstanding any exclusive rights granted to Merck with respect to a
   Therapeutic  Protein,   Merck  acknowledges  and  agrees  that  SB,  HGS  and
   Collaboration  Partners  retain  the  right  under  Licensed  Technology  and
   Licensed  Patents  to use a  Therapeutic  Protein as to which  Merck  obtains
   rights  under  Section  8  for  the  purpose  of  discovering,   researching,
   developing,  marketing,  using and selling a Drug Product or Antibody Product
   other than a Merck Drug Product or Merck Antibody Product.
  2.13.  Notwithstanding  any  exclusive  rights  granted by Merck  under  Merck
   Patents to HGS,  Collaboration  Partner, and SB with respect to a Therapeutic
   Protein  pursuant to Paragraph  2.18, HGS and SB  acknowledge  and agree that
   Merck  retains  the right  under such Merck  Patents to use such  Therapeutic
   Protein as to which HGS, a  Collaboration  Partner  and/or SB obtains  rights
   under  Section 8 for the  purpose of  discovering,  researching,  developing,
   marketing,  using and selling a Merck Drug Product or Merck Antibody Product.
   In addition,  to the extent Merck obtains rights to such Therapeutic  Protein
   under Paragraph 8.4(B),  Merck retains the right under Merck Patents to make,
   have made, use and sell such  Therapeutic  Protein only for use as a Vaccine.
2.14.    HGS and SB respectively  hereby grant to Merck under Paragraph  2.10(a)
   and  2.11(a) an  exclusive,  world-wide  license  (with the right to license)
   under  Collaboration  Partner Therapeutic Protein Patents to make, have made,
   use and sell Therapeutic Proteins as to which Merck has obtained rights under
   Paragraph 8.4(A).
   Merck Grants
2.15.    [***]
2.16.    (a)  Merck   hereby   grants  a   non-exclusive,   royalty-free,   non-
   sublicenseable  license  to HGS and SB (but  with  the  right to  license  to
   Collaboration  Partners)  under  Merck  Patents and Merck  Technology  to use
   Targets developed by Merck during the Research Term and under

                                       11
<PAGE>

   Blocking   Claims   of  Merck   Patents  for  the   purpose  of  researching,
   developing  and  commercializing  products,  provided  that such  license  is
   licenseable  hereunder only to Collaboration  Partners who agree to grant HGS
   and SB similar  licenses,  which are licensed to Merck herein below;  and (b)
   HGS and SB respectively hereby grant to Merck a non-exclusive,  royalty-free,
   world-wide  license (with the right to sublicense)  under Blocking  Claims of
   Collaboration Partner Patents, and under Collaboration Partner Patents to use
   Targets  developed by a Collaboration  Partner under a Collaboration  Partner
   Agreement  in each  case  for the  purpose  of  researching,  developing  and
   commercializing products during the Research Term and after the Research Term
   for  the  purposes  of  researching,  developing  and  commercializing  Merck
   Antibody  Products and Merck Drug  Products  encompassed  by a Research  Plan
   submitted during the Research Term.
2.17.    Merck  hereby  grants  to HGS and SB a  non-exclusive,  sublicenseable,
   world-wide,  royalty  bearing license under Merck Patents to make, have made,
   use and  sell  any and  all  products,  that  are in the  HGS  Field,  or are
   Diagnostics (except in vivo Diagnostics which are Merck Drug Products).  Such
   license shall include a reasonable  royalty and other standard  license terms
   to be  negotiated  in  good  faith. 
2.18.    Merck  hereby  grants  to  HGS  and  SB  an  exclusive,   royalty-free,
   world-wide  license (with the right to license)  under Merck Patents to make,
   have  made,  use and sell  Therapeutic  Proteins  as to  which  HGS or SB has
   obtained  rights under  Paragraph  8.4(A) and/or as to which a  Collaboration
   Partner  obtains rights under a similar  section of a  Collaboration  Partner
   Agreement.  In the event that Merck has obtained  rights to such  Therapeutic
   Protein for use as a Vaccine pursuant to Paragraph 8.4(B),  then such license
   shall not include use of such Therapeutic Protein as a Vaccine. 
   Sublicensing
2.19.    Merck  agrees not to grant to a Third Party any rights or license in or
   to a Merck  Product  except as follows and provided  that SB's rights in such
   Merck Product under Paragraph 2.15 are always preserved: (i) Merck shall have
   the  right to grant a license  to a Third  Party to a Merck  Protein  Product
   after Merck has established proof of efficacy for such Merck Product in Phase
   II  clinical  tests;  and (ii)  Merck  shall  the  right at any time to grant
   licenses to a Third Party to a Merck Drug Product or Merck Antibody  Product.
2.20.    (a) The rights  granted to Merck by HGS and SB under this Agreement and
   rights  to  Merck  Technology  and  Merck  Patents  are  licenseable   and/or
   sublicenseable by Merck to a Third Party only with respect to a Merck

                                       12
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

   Product  and  only   pursuant  to  an   agreement  by  which  Merck  grants a
   license to a Third Party as permitted  under Paragraph 2.19 and (b) no rights
   shall  be  granted  by  Merck  to a Third  Party  with  respect  to  Licensed
   Technology,  Licensed Patents, Targets received from a Collaboration Partner,
   Collaboration  Partner Patents,  Merck Patents,  or Merck Technology  without
   such  Third  Party  agreeing  to  covenants   which  limit  the  use  of  the
   technologies and patent which covenants are essentially identical to those in
   this Agreement.
   Collaboration  Partners
2.21.    Merck  acknowledges  that SB and/or  HGS has  already  entered  into an
   agreement  concerning  Licensed  Technology and Licensed Patents with Takeda,
   Synthelabo and SP. HGS and SB collectively may in their sole discretion enter
   into  an  agreement  similar   to   this  Agreement  with    [***] additional
   Collaboration  Partner  or an  agreement  similar  to this  Agreement  with a
   Collaboration  Partner as a  substitute  for any of the above upon  notifying
   Merck, however, no Collaboration Partner,  except Merck, may be company whose
   headquarters  and primary R&D  facilities  are [***]. 
2.22.    After  January  1, 1996,  if HGS  and/or SB grant to any  Collaboration
   Partner a license  or  sublicense  under  Licensed  Technology  and  Licensed
   Patents pursuant to a Collaboration  Partner Agreement with terms which Merck
   judges  to be more  favorable  on the  whole  than  those  set  forth in this
   Agreement,  then  Merck has  ninety  (90) days  following  receipt of written
   notice from SB and/or HGS of the terms of such a  Collaboration  Agreement to
   accept  such terms in  writing  and cause SB and/or HGS as the case may be to
   amend  this  Agreement  such that all the terms  and  conditions  of the more
   favorable  Collaboration  Partner Agreement are substituted for all the terms
   and  conditions  of this  Agreement.  If Merck  declines to accept such terms
   and/or  fails to respond to SB and HGS within  such  ninety  (90) day period,
   Merck shall have waived its right under this Paragraph for such Collaboration
   Partner Agreement. 
   Other
2.23.    Merck agrees to use and/or grant rights in Licensed Technology, Targets
   received  from  Collaboration  Partners  under this  Agreement  and/or  Merck
   Technology  and/or  Licensed  Patents,  Merck  Patents  and/or  Collaboration
   Partner  Patents  only in the Merck  Field and only as  provided  under  this
   Agreement. 
2.24.    After the Research Term (including any extensions thereof), Merck shall
   not use Licensed  Technology,  Targets received from  Collaboration  Partners
   under this  Agreement  and/or  Merck  Technology  except (i) for research and
   development of a Merck Product in the Merck Field pursuant to a

                                       13

<PAGE>
"The information  below marked [****] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

   Research   Plan   submitted  by  Merck  during  the Research Term and/or (ii)
   to make,  have made,  use, and sell Merck Products in the Merck Field,  which
   result from a Research  Plan  submitted  by Merck  during the  Research  Term
   and/or  (iii)  Bioinformatics  licensed to Merck  and/or (iv) as permitted by
   2.4(ii) and 2.5(ii).  An incidental and immaterial use of Licensed Technology
   and/or  Merck  Technology  and/or use of  Licensed  Technology  and/or  Merck
   Technology  to the extent  available to the general  public and to the extent
   not covered by a granted  Licensed  Patent and/or Merck Patent shall not be a
   breach of this Paragraph.
2.25.    Each license and right granted pursuant to this Agreement is subject to
   all of the terms and  conditions of this  Agreement in addition to such terms
   and conditions as may be explicitly referenced in the provision granting such
   license or right.
2.26.    Notwithstanding any other agreement between HGS and SB to the contrary,
   SB grants HGS the right to grant the  licenses  granted  herein to Merck with
   respect to in vivo  Diagnostics. 
2.27.    In the event that Merck has obtained  rights to a  Therapeutic  Protein
   pursuant to Paragraph  8.4(B) and Merck desires to obtain a license to a Gene
   Therapy Vaccine based on the Gene encoding such  Therapeutic  Protein,  Merck
   shall notify HGS and SB in writing of such desire.  If HGS and/or SB have not
   previously  granted  rights to such Gene  Therapy  Vaccine  to a Third  Party
   and/or HGS  and/or SB have not  previously  begun to  develop a Gene  Therapy
   Vaccine  based on a Gene  essentially  the same as the Gene to which Merck is
   seeking a license,  then HGS and/or SB as the case may be agree to  negotiate
   an economically  reasonable license for such Gene Therapy Vaccine with Merck.
2.28.    In the event  that  Merck  requires  a license to an SB patent or a HGS
   patent to which  Merck does not  retain a license  hereunder  to make,  have,
   made,  use or sell a Merck  Product,  SB and HGS agree to  consider  granting
   Merck such a license but are under no obligation to do so.
3.       License Fee
3.1.     In partial  consideration  of the rights to be granted  Merck under the
   Agreement,  Merck will pay a [***] US Dollar [***]  license fee in five equal
   annual installments of [***] Dollars each, paid [***] to SB and [***] to HGS,
   the first  payment of [***] being due within thirty (30) days of execution of
   the Agreement and each installment thereafter being due on the anniversary of
   the Effective Date.

                                       14
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

3.2      In the event that any payment due and payable  under  Paragraph  3.1 is
   not paid when due and payable and remains  unpaid for a period of thirty (30)
   days  after  written  notice  by HGS  and/or SB of such  failure,  or if this
   Agreement is terminated by HGS and/or SB as provided herein, then all amounts
   which  are to be paid  under  Paragraph  3.1 which  have not been paid  shall
   become immediately due and payable at the end of such thirty (30) day period.
4.       Royalties:
4.1      (a) Merck shall pay to HGS the following royalties on Net Sales of each
   Merck  Product sold by Merck or a Merck  licensee  (except SB) which  royalty
   shall be  calculated on an Merck  Product by Merck  Product  basis,  with the
   applicable royalty rate for each Merck Product in a calendar year being based
   on European  sales for Europe and ROW sales for the ROW in the calendar  year
   and this determined royalty rate being applied to all such European sales and
   ROW sales respectively of such Merck Product in such calendar year: and
         (b)  Pursuant to an  agreement  between SB and Merck under  Sections 11
   and/or 12, SB shall pay to Merck the following royalties on Net Sales of each
   "broad  market" Merck Product sold by SB or a SB licensee  (except  Merck) in
   [***] which  royalty shall be calculated on an Merck Product by Merck Product
   basis, with the applicable  royalty rate for each Merck Product in a calendar
   year being  based on [***]  sales in the  calendar  year and this  determined
   royalty rate being applied to all such [***] sales by SB or an SB licensee of
   such Merck Product in such calendar year: and
         (c) For the purposes of Paragraph 4.1(a), Europe(an) shall mean all the
   countries of Europe and Russia but shall not include Turkey.

     In Europe


<CAPTION>

Annual European                 Merck Protein                   Merck Drug Product
net sales volume                Products                        and
(US$ million)                                                   Merck Antibody
                                                                Products
- ------------------------------  ------------------------------- -----------------------------------
                                                           
[***]                            [***]                            [***]
- ------------------------------  ------------------------------- -----------------------------------
[***]                            [***]                            [***]
- ------------------------------  ------------------------------- -----------------------------------
[***]                            [***]                            [***]
- ------------------------------  ------------------------------- -----------------------------------
[***]                            [***]                            [***]
- ------------------------------  ------------------------------- -----------------------------------

                                       15
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."
<CAPTION>
     In the rest of the world other than Europe(ROW)


Annual ROW net                  Merck Protein                   Merck Drug Products
sales volume                    Products                        and Merck Antibody
(US$ million)                                                   Products
- ------------------------------  ------------------------------- ---------------------------------
[***]                            [***]                           [***]
- ------------------------------  ------------------------------- ---------------------------------
[***]                            [***]                           [***]
- ------------------------------  ------------------------------- ---------------------------------
[***]                            [***]                           [***]
- ------------------------------  ------------------------------- ---------------------------------
[***]                            [***]                           [***]
- ------------------------------  ------------------------------- ---------------------------------


         For the avoidance of doubt,  if the annual Net Sales of a Merck Protein
Product in Europe are  between  [***] and the annual Net Sales of the same Merck
Protein  Product in the rest of the world are between [***] , then royalties due
under this  Paragraph  4.1 shall be [***] on all Net Sales of such Merck Protein
Product in Europe  and [***] on all Net Sales of such Merck  Product in the rest
of the world.

4.2.     (a) In the event that royalties paid to a Third Party on Net Sales of a
   Merck Product are a significant  factor in the return  realized by Merck such
   as to diminish Merck's capability to respond to competitive  pressures in the
   market,  HGS and Merck shall  discuss,  at the request of Merck, a reasonable
   reduction in the royalties  payable under this Agreement on Net Sales of such
   Merck Product for so long as the market  condition  persists and such request
   and  royalty  reduction  shall  not be  unreasonably  denied.  Factors  to be
   considered  in  agreeing on the royalty  reduction  shall  include but not be
   limited to the profit margin on such Merck Product and on analogous products,
   prices of  competitive  products,  total prior sales of the Merck Product and
   expenditures in development of such Merck Product;  and (b) in the event that
   royalties  paid to a Third  Party  on Net  Sales  of a  Merck  Product  are a
   significant  factor in the return  realized  by SB such as to  diminish  SB's
   capability to respond to  competitive  pressures in the market,  SB and Merck
   shall discuss, at the request of SB, a reasonable  reduction in the royalties
   payable  under this  Agreement on Net Sales of such Merck Product for so long
   as the market condition persists and such request

                                       16
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


   and  such  royalty  reduction  shall  not  be unreasonably denied. Factors to
   be considered in agreeing on the royalty  reduction  shall include but not be
   limited to the profit margin on such Merck Product and on analogous products,
   prices of  competitive  products,  total prior sales of the Merck Product and
   expenditures in development of such Merck Product.
4.3.     No  royalties  shall  be due  for  Merck  Products  Discovered  under a
   Research Plan  submitted  during the Research  Term and which are  Discovered
   after the later of [***] after the end of the Initial  Research Term or [***]
   years after the end of the Research Term.
4.4.     Except as provided in Paragraph  4.3,  royalty  obligations  under this
   Agreement shall terminate on a country-by-country  and Merck Product-by-Merck
   Product basis on the later of (i) ten (10) years after the first country-wide
   launch of such Merck  Product in each country or (ii)  expiration of the last
   to expire  Licensed  Patent or Merck Patent or  Collaboration  Partner Patent
   which covers the making, using or selling of each product in each country.
4.5.     In  exceptional  cases  where the  development  of a Merck  Product  is
   terminated for the initial  indication  for which it was being  pursued,  but
   such  Merck  Product  is  later  found  to  have  efficacy  in an  unexpected
   indication which cannot be traced to the mechanism of action for which it was
   originally  selected a lower royalty rate of [***] may apply and SB shall not
   have an option to a [***] to such product  pursuant to Paragraph  2.15.  As a
   specific hypothetical example where no royalties would apply, if praziquantel
   had been  discovered  first for a central  nervous  system  indication  using
   Licensed Technology under the Agreement, its later discovery for an unrelated
   indication as an anti-  helminthic  (after  termination of development on the
   first  indication)  would result in a product that is not a Merck Product and
   not subject to the terms and  conditions of the Agreement such as royalties .
   Merck  acknowledges  that any such reduction in royalty under this Section is
   subject to the approval of HGS, which shall not be unreasonably withheld.

5.       Milestone Payments/Payments

5.1.     Merck  shall  pay  [***] to SB and  [***]  to HGS  upon the  successful
   completion by Merck or a Third Party  authorized by Merck of Phase I for each
   Merck Protein Products.

5.2.    Merck  shall  pay [***] to SB and [***]

                                       17
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


   to  HGS   upon   the   successful  completion  by  Merck  or  a  Third  Party
   authorized by Merck of Phase I for each Merck Drug Products.
5.3.     Merck shall pay [***] to SB and [***] to HGS upon the first  submission
   for  regulatory  approval  in a Major  Country  by  Merck  or a  Third  Party
   authorized by Merck of each Merck Product.
5.4.     Merck  will pay  [***] to SB and  [***]  to HGS upon  first  regulatory
   approval for commercial  marketing in a Major Country for each Merck Products
   to be so approved.
5.5.     The milestone payments provided in this Section shall only be made once
   for each Merck Product and shall not be made in the case of  improvements  or
   modifications  such as but not  limited to  changed  forms,  formats,  salts,
   formulations,  indications,  processes or  protocols  of a Merck  Product for
   which the payments were previously made.
5.6.    No  milestones  shall  be due for  Merck  Products  Discovered  under a
   Research Plan  submitted  during the Research  Term and which are  Discovered
   under  such  Research  Plan  after  the  later of [***]  after the end of the
   Initial  Research  Term or  [***]  after  the end of the  Research  Term.
5.7.     In  addition to any other  payments  made under this  Agreement,  Merck
   shall  reimburse SB for SB's out of pocket expenses (at its cost) incurred in
   the initial transfer of Licensed  Technology required to be transferred under
   the Agreement (for example  including travel and  establishment of electronic
   communications links between SB and Merck) as may be agreed upon prior to the
   transfer  of  such  Licensed  Technology.  SB  shall  invoice  Merck  no more
   frequently  than monthly for such expenses,  and Merck shall reimburse SB for
   such  expenses  within  thirty  (30)  days of  Merck's  receipt  of each such
   invoice.  In no event shall the total of such expenses  under this  Paragraph
   5.7 exceed [***]

6.       Research Payments
6.1      Merck shall pay to HGS a total of [***]  payable as follows:  (1) [***]
   within  thirty (30) days after the Effective  Date;  and (2) [***] on each of
   the first through fourth anniversaries of the Effective Date.

                                       18
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

6.2      In the event that any payment due and payable under  Paragraphs 6.1 and
   6.4 are not paid when due and  payable  and  remains  unpaid  for a period of
   thirty (30) days after written notice by HGS to Merck of such failure,  or if
   this  Agreement is  terminated  by HGS, then all amounts which are to be paid
   under  Paragraphs  6.1  and  6.4  which  have  not  been  paid  shall  become
   immediately due and payable at the end of such thirty (30) day period.
6.3      During the  Research  Term and at no  additional  cost to SB and Merck,
   Merck  shall have the right to  prioritize  the  sequencing  by HGS of  [***]
   expressed  sequence tags per year. HGS shall use diligent efforts to complete
   such  prioritized   sequencing  (including  sequencing  from  cDNA  libraries
   supplied  by Merck) as  mutually  agreed by HGS and Merck,  subject to timely
   receipt  by HGS of a)  directions  regarding  prioritization  and/or  b) cDNA
   libraries  suitable  for such  sequencing  from  Merck.  Disputes  under this
   Paragraph shall be resolved by senior management of HGS and Merck. On Merck's
   request,  HGS shall inform  Merck about the  respective  sequencing  schedule
   including the number of libraries awaiting  sequencing and the projected time
   required for sequencing.  All such sequences and clones containing them shall
   be owned by HGS and are HGS Technology.

 6.4     During the Initial Research Term, Merck shall pay to HGS [***] per year
   to support HGS research in addition to the support in Paragraph 6.1.

          (a) At Merck's  request,  HGS shall attempt to undertake the following
     tasks:

          (i.) HGS  shall  attempt  expression  of  Targets  (including  but not
     restricted  to enzymes)  for which  Merck has cloned the full length  gene.
     Expression will be attempted in up to two (2) expression  systems chosen by
     Merck from E. coli,  Baculovirus  and/or CHO.  Following initial testing of
     the  systems  HGS will  attempt to  express  milligram  quantities  ( to be
     determined as mutually agreed by the parties) in one (1) expression  system
     chosen by Merck and will provide N and C terminal analysis of each protein.
     Each project in this  category  requested by Merck will be charged  against
     the [***] research  support  payment at a rate of [***] dollars per project
     undertaken or HGS's fully allocated cost plus 10%, whichever is greater.


                                       19
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


          (ii.) HGS shall  attempt to  prepare  stable  mammalian  cell lines or
     Baculovirus  expression  vectors that contain  Targets  (including  but not
     restricted to ion channels and  receptors) for which Merck has obtained the
     full length cDNA. HGS will screen  individual  clones and select high level
     expressors.  HGS will make a best faith effort to obtain significant levels
     of protein  expression.  If protein can not be detected  HGS will  document
     that cloning was successful by demonstrating RNA expression for the gene in
     question.  For each project HGS will attempt  expression in the Baculovirus
     system and CHO cell  system.  Each  project in this  category  requested by
     Merck will be charged against the  [***] US Dollar research support payment
     at  a  rate  of  [***] US  dollars  per  project  undertaken or HGS's fully
     allocated  cost plus 10%, whichever is greater.

         (b)At Merck's  request,  HGS, to the extent it has the rights to do so,
   shall provide Merck with expression vectors used by HGS in the context of (i)
   and  (ii)  herein  above  for  research  purposes  as  permitted  under  this
   Agreement.  In the event that HGS is unable to perform the work  contemplated
   by (i) and (ii) above,  without using expression vectors as to which HGS does
   not have the right to transfer  rights to Merck,  HGS shall  notify  Merck of
   such fact.  In such event,  HGS shall only be  obligated  to perform the work
   contemplated  by (i) and  (ii).above  if  Merck  consents  to the use of such
   expression vectors.

         (c) If, in any year,  Merck does not request HGS to undertake  projects
   which exhaust the [***] US Dollar research support payment, no credit will be
   carried over to subsequent years with the exception of the first year.

         (d) In the event that HGS fully allocated cost plus 10% for any project
   undertaken  by HGS  according  to (a)(i) or (a)(ii)  above,  is  projected to
   exceed 150% of the dollar amount  specified as a credit  against the research
   support  payment,  HGS  shall  so  inform  Merck  and  Merck  shall  have the
   obligation to either (i) authorize  continuation of the project to a mutually
   agreed upon higher cost, or (ii)  terminate the project.  In the case of such
   termination  Merck will be  charged  against  the [***] US  Dollars  research
   support payment at a rate of HGS fully allocated cost actually  expended plus
   10%, up to, but not to exceed  150% of the dollar  amount  specified  as such
   credit in (a)(i) or (a)(ii)above.


                                       20

<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


         (e) In any year,  after the [***] US Dollar research support payment is
   exhausted,  Merck may request additional  research services from HGS at HGS's
   fully allocated cost plus 10% where HGS and Merck mutually agree.
6.5.     Merck may request additional  research services from HGS at HGS's fully
   allocated  cost where HGS and Merck mutually  agree.  For sequencing of Merck
   libraries under this  Paragraph,  HGS will not disclose  sequences  sequenced
   from such libraries to Collaboration  Partners or SB until twelve (12) months
   after  delivery of such  sequences to Merck. 
6.6.     HGS  shall  have  the  right  to  delay  for a  period  of (12)  months
   disclosure to Merck of HGS  Technology  resulting  from work performed by HGS
   for a Collaboration  Partner or SB pursuant to a provision of a Collaboration
   Partner Agreement or the Collaboration  Agreement similar to Paragraph 6.5 of
   this  Agreement.
6.7.     Any sequences and clones  containing such sequences  arising under this
   Section 6 shall be owned by HGS and are HGS Technology.

7.       Extensions of the Initial Research Term

7.1.     The Initial  Research Term may be extended  annually at Merck's  option
   for up to five (5)  additional  years by  written  notice  to HGS by Merck at
   least  sixty (60) days prior to the end of the  Initial  Research  Term or at
   least  sixty  (60) days prior to the end of any one year  extension  thereof,
   which written notice shall include an agreement to  pay  to HGS of [***]  per
   each  additional  year payable within thirty  (30) days of such notice.

8.       Research
8.1.     Research Drug Plans and Research  Antibody  Plans may be submitted only
   during the Research Term.
8.2.     Research Protein Plans may be submitted only during the Research Term.

8.3.     During the  Initial  Research  Term,  Merck  agrees that Merck will not
   screen or conduct  dedicated  rational  drug design with  respect to a Target
   which is Licensed  Technology  or Merck  Technology  or Merck Drug Product or
   with respect to a Merck Antibody  Product without first submitting to HGS and
   SB a Research Drug Plan, or Research Antibody Plan, respectively.

protein products

                                       21
<PAGE>


8.4      (A) Merck,  SB, and HGS shall obtain  exclusive  rights to  Therapeutic
   Proteins provided:

         (a) as among Merck, SB, HGS and Collaboration  Partners, such entity is
   the  first to  submit a  dossier  as  permitted  under  this  Agreement  or a
   Collaboration  Partner  Agreement  to SB and  HGS  prior  to  the  end of the
   Research Term which,

         (1) demonstrates  evidence of in vivo activity for any such Therapeutic
   Protein.  Such evidence of in vivo biological  activity must be statistically
   different  (p less than 0.05) from  control for at least one data point,  and
   must be demonstrated in an experiment using at least three (3) dosages of the
   test  substance  in  which  at  least a trend  of dose  related  activity  is
   demonstrated., or,

         (2) in the case of a Therapeutic  Protein (a) in which in vivo activity
   cannot be  demonstrated  after  bona fide  attempts  to do so in at least two
   sub-primate  species,  or (b) it is demonstrated by documented evidence (from
   scientific  literature or in-house studies) that the relevant effector system
   does not  exist in  sub-primates,  or (c) it is  demonstrated  by  documented
   evidence (from  scientific  literature or in-house  studies) that there is an
   absence of reactivity  with  relevant  targets in  subprimates,  demonstrates
   evidence of in vitro  biological  activity in at least one relevant  cellular
   based  assay  for  such  Therapeutic  Protein.  Such  evidence  of  in  vitro
   biological  activity must be statistically  different (p less than 0.05) from
   control  for at  least  one  data  point,  and  must  be  demonstrated  in an
   experiment using at least three concentrations of the test substance in which
   at least a trend of dose related  activity is  demonstrated.  The preparation
   used to demonstrate biological activity (in vivo or in vitro) shall be;
         (x) a purified  preparation  in which at least 75% (w/w) of the protein
   component of the preparation is the Therapeutic Protein; or
         (y) a purified  preparation in which the relative  concentration and/or
   specific activity of the Therapeutic Protein has been increased at least 1000
   fold as compared to an unpurified preparation.
         In no case shall the  concentration of the Therapeutic  Protein be less
   that one (1)  microgram/ml  in the purified  preparation  of (x) or (y). Such
   purified  preparation  shall be shown to have a biological  activity which is
   not attributable to endotoxin contamination; and
         (b) Merck,  HGS,  the  Collaboration  Partners or SB as the case may be
   submits with the dossier a Research Protein Plan therefor; and
         (c) such rights have not been  previously  granted to such  Therapeutic
   Protein under Paragraph 8.13.


                                       22
<PAGE>



         (B) During the Initial  Research  Term,  Merck shall  obtain  exclusive
   rights to a Therapeutic Protein for use only as a Vaccine provided:
          (a) Merck submits a dossier for such Therapeutic  Protein prior to the
     end of the Initial Research Term which,
               (1)  demonstrates  evidence  of  specific  in  vitro  or in  vivo
          reactivity  with either a humoral  and/or  cellular  component  of the
          human immune system. Such immunologic reactivity must be statistically
          significant in a controlled experiment, and,
               (2)   demonstrates   evidence  that  the   preparation   used  to
          demonstrate the reactivity of (1) above is a preparation (exclusive of
          adjuvants) in which at least 75% (w/w) of the protein component of the
          preparation is the  Therapeutic  Protein;  and,
         (b) Merck  submits with the dossier a Research  Protein Plan  therefor;
   and
         (c) rights have not been previously granted to such Therapeutic Protein
   under  Paragraph  8.13 or to HGS, SB or to a  Collaboration  Partner  under a
   provision  similar to Paragraph  8.4(A) in the  Collaboration  Agreement or a
   Collaboration Partner Agreement.
8.5.     HGS and SB shall notify  Merck in writing  within ten (10) working days
   of receipt as to whether or not any  dossier  received  from Merck  meets the
   requirements of Paragraph 8.4. If it does meet such requirements, such notice
   shall  indicate  that rights  pursuant to  Paragraph  8.4 to the  Therapeutic
   Protein which is the subject of such dossier have been granted to Merck.  HGS
   and/or SB shall also notify Merck in writing  within ten (10) working days of
   exclusive  rights to a  Therapeutic  Protein  being  granted to HGS, SB and a
   Collaboration  Partner and such notification  shall only include the identity
   of the  Therapeutic  Protein so claimed and not the identity of the obtaining
   party.  If within such ten (10) working  days of Merck  submitting a dossier,
   Merck  has  not  been  so  notified  in  writing,  exclusive  rights  to such
   Therapeutic  Protein shall be granted to Merck for such Therapeutic  Protein.
8.6.     (a) Any written notification pursuant to Paragraph 8.5 that rights to a
   Therapeutic  Protein  have been  granted  to a party to this  Agreement  or a
   Collaboration Partner is final and binding on the parties. (b) Neither SB nor
   HGS shall have any liability to Merck with respect to a decision that SB, HGS
   or a Collaboration Partner has obtained rights to a Therapeutic Protein under
   this Agreement or a  Collaboration  Partner  Agreement or that Merck does not
   have rights to a Therapeutic Protein

                                       23
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

unless there has been gross  negligence  or willful  misconduct by HGS or SB, as
the case may be.
8.7.     Following the receipt of any written notification pursuant to Paragraph
   8.5 that a  dossier  submitted  by Merck  does not meet the  requirements  of
   Paragraph  8.4,  the parties  shall meet within ten (10) days to discuss such
   notification.  If the parties are unable to agree that such  dossier does not
   meet the requirements of Paragraph 8.4, the parties shall submit such dossier
   to a neutral expert agreed to by the parties to determine whether or not such
   dossier meets the  requirements  of Paragraph  8.4, and if the parties cannot
   agree to such an  expert,  the  dossier  shall be  submitted  to  arbitration
   pursuant to Paragraph 29.2.  Until such dispute is resolved with respect to a
   Therapeutic Protein for which HGS, SB or a Collaboration Partner is the first
   to submit a dossier,  no rights shall be obtained to such Therapeutic Protein
   until such dispute is resolved.
8.8.     HGS and/or SB shall keep dated records of all dossier submissions under
   this Section. 
8.9.     During  the  Initial  Research  Term,  HGS  and SB  shall  not  use the
   information  in a dossier  submitted by Merck  pursuant to  Paragraph  8.4 to
   support a dossier under  Paragraph 8.4 submitted by HGS or SB directed to the
   same  Therapeutic  Protein in such Merck dossier nor shall HGS or SB use such
   information to initiate  research and development of a Gene Therapy  Vaccine.
8.10.    Except as provided in Paragraph  8.5, HGS and SB shall not disclose the
   contents of a dossier to Collaboration Partners.
8.11.    Merck  may  obtain  rights  under  Paragraph   8.4(A)  to  [***]  in  a
   twelve-month period if at least [***] of such Therapeutic Proteins shall have
   been a class 5 cDNA  sequence  (i.e.  designated  an unknown in the database)
   prior to Merck  submitting a dossier under  Paragraph 8.4. The limitations of
   this Paragraph 8.11 do not apply to rights  obtained by Merck under Paragraph
   8.4(B).
 8.12.   Notwithstanding  the  previous  Paragraph,   Merck  may  obtain  rights
   pursuant to Paragraph 8.4(A) to a maximum of [***] such Therapeutic  Proteins
   during the five (5) years of the Initial Research Term and [***]  Therapeutic
   Protein  per year during any  extension  of the Initial  Research  Term.  The
   limitations of this  Paragraph 8.12 do not apply to rights  obtained by Merck
   under Paragraph 8.4(B).
8.13.   Merck acknowledges and agrees that rights pursuant to Paragraph 8.4 are
   not available to Merck with respect to the following Therapeutic Proteins:


                                       24
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


Name                                             HGS Sequence ID

[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]
[***]                                                 [***]

   Merck   acknowledges   that   within   ninety  (90)  days of  execution  of a
   Collaboration  Partner  Agreement  with SP, SP shall have the right to obtain
   exclusive  rights  to  [***]  Therapeutic   Proteins   without   meeting  the
   requirements of Paragraph 8.4(A).

8.14.   It is  understood  that  the  sequence  ID  number  associated  with  a
   Therapeutic  Protein under  Paragraph 8.13 and/or claimed in a dossier and to
   which  rights are granted  pursuant to  Paragraph  8.4 is for  identification
   purposes only and that all clones, sequences and polypeptides associated with
   the Therapeutic Protein as well as muteins and fragments thereof are included
   in the rights granted herein.

9.     Product Development
9.1.     Merck shall use diligent  efforts  consistent  with Merck resources and
   expertise to develop,  market, promote and sell royalty bearing Merck Protein
   Products subject to Merck's right to terminate such efforts and surrender all
   rights in and to such  protein. 
9.2.     After the Research Term,  Merck shall use diligent  efforts  consistent
   with Merck  resources  and  expertise  to screen for Merck Drug  Products and
   Merck  Antibody  Products  which are the  subject of a Research  Drug Plan or
   Research  Antibody Plan  respectively  submitted by Merck during the Research
   Term.
9.3.     Merck  shall keep HGS and SB  informed  of  progress  of its efforts to
   develop and  commercialize  Merck  Products by  submission  of a  semi-annual
   progress report describing progress made against the Research Plan.


                                       25
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

10       Alliance Committee
10.1.    SB and Merck will form an SB/Merck Alliance Committee for the period of
   the Initial  Research  Term. The major  activities of the Alliance  Committee
   shall be to:

          (1) Coordinate start-up activities,
          (2) define mechanisms for the ongoing transfer of Licensed  Technology
          and address problems when/if necessary.
          (3)  Arrange  Bioinformatics  planning  and  training  and address any
          issues with the start-up and ongoing performance of the Bioinformatics
          systems.
          (4) Determine  mechanisms for the ongoing  exchange of biological data
          on genes in Licensed Technology
          (5) Identify  areas for  optional  SB/Merck  collaborative  scientific
          working groups and, if agreed, arrange for formation of such groups.
10.2.    The Alliance Committee may perform such other duties as the parties may
   from time to time agree in writing.
10.3.    The  Alliance  Committee  shall  meet at the  reasonable  request of SB
   and/or  Merck at times and places  mutually  agreed  upon. 
10.4.    All Alliance Committee decisions shall be decided by a majority vote of
   all members,  including the chairs. To constitute a quorum, at least four (4)
   members must be present,  two (2) of who were  appointed by SB and two (2) of
   whom were appointed by Merck.  To constitute a valid decision of the Alliance
   Committee,  the majority vote must always include at least one (1) concurring
   vote from a member  appointed by SB and at least one (1) concurring vote from
   a member appointed by Merck. Tie votes shall be resolved by senior management
   of each of SB and Merck. If there is no resolution by such senior  management
   within ten (10) working  days,  either party can request  arbitration  of the
   dispute under Section 29.2.
10.5.    The  Alliance  Committee  will work with HGS on the  prioritization  of
   libraries  for  sequencing  and  sequencing  capacity  and shall  endeavor to
   organize a prioritization  committee comprising the parties to this Agreement
   as well as the Collaboration Partners.

11.      [***]

                                       26


<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

[***]

11.1     [***]
11.2     [***]
11.3     [***]
11.4     [***]
11.5     [***]
11.6     [***]
11.7     [***]
11.8     [***]

                                       27


<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

[***]



12.      The Management Committee
12.1     The  Management   Committee  shall  be  formed  and/or  meet  upon  the
   reasonable request of either SB or Merck.
12.2.    Consistent  with  Sections 2 and 11,  the  Management  Committee  shall
   within  ninety (90) days of [***]

                                       28


<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

12.3.    In the event the  Management  Committee  decides that the parties shall
   enter into a co-marketing  agreement,  such agreement  shall  incorporate the
   following principal terms: [***]
12.4.    [***]

                                       29

<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


12.5.   All Management  Committee decisions shall be decided by a majority vote
   of all members,  including the chair.  To constitute a quorum,  at least four
   (4) members must be present, two (2) of whom were appointed by SB and two (2)
   of whom were  appointed  by Merck.  To  constitute  a valid  decision  of the
   Management Committee,  the majority vote must always include at least one (1)
   concurring vote from a member appointed by SB and at least one (1) concurring
   vote from a member  appointed  by Merck.  Unless  otherwise  provided by this
   Agreement, tie votes shall be resolved by senior management of each of SB and
   Merck, and tie votes which cannot be resolved by such senior management shall
   be resolved by binding arbitration pursuant to Paragraph 29.2.

 12.6    In the event the Management Committee shall fail to reach determination
   on the  mechanism  for [***] then each party may elect to [***]  rights under
   this Paragraph 12.6 shall expire on a country-by-country basis [***] upon the
   later of (A) the tenth anniversary of the launch of such product in a country
   [***];  or (B) the  expiration of the last to expire of the patents  covering
   such Merck Product [***].

13. EXCHANGE OF INFORMATION AND CONFIDENTIALITY 

13.1.    Except as provided in  Paragraph  13.2 and  promptly  after the parties
   agree to security  matters  pursuant to Paragraph  13.10,  during the Initial
   Research Term, SB and HGS

                                       30

<PAGE>



   shall   promptly   disclose   to   Merck  all  Licensed  Technology.   Unless
   otherwise directed by Merck, HGS shall make such disclosures to Merck through
   SB. 
13.2.    HGS and SB shall not be  required  to  transfer  second  walks and full
   lengths  sequences not requested by Merck and biological  information in each
   case with respect to Therapeutic  Proteins to Merck until HGS,  Collaboration
   Partners  or SB  obtains  rights  thereto  pursuant  to  Section  8.  For HGS
   Technology which are clones, HGS shall transfer clones to Merck and/or SB for
   Merck  on a case by case  basis  as  reasonably  requested  by Merck or SB on
   behalf of Merck and as available to HGS. 
13.3.    During the Initial  Research  Term, Merck shall disclose  to SB but not
   HGS  all  Merck  Technology  which  is  (a)  Bioinformatics  which  is  Merck
   Technology  developed  by or for Merck during the Initial  Research  Term and
   directly relevant to Licensed  Technology as long as Merck has free rights of
   disposal over such  technology  (pursuant to the terms and conditions of this
   Agreement) and rights of Third Parties are not violated;  and (b) information
   on  biological   function  of  potential  drug  Targets  which  are  Licensed
   Technology  developed by or for Merck during the Initial  Research  Term; and
   (c) all Merck  Technology  which is  biological  information  on  Therapeutic
   Proteins which are Licensed Technology for use as Targets developed by or for
   Merck during the Initial  Research  Term after such  Therapeutic  Protein has
   been claimed by Merck pursuant to Section 8.
13.4.    HGS, SB and Merck agree not to disclose and/or provide to a Third Party
   information  and/or  materials  received  from  another  party and to use the
   information  and  materials  received  from the other  party only as licensed
   hereunder. 
13.5.    Merck agrees to freely share with SB and Collaboration Partners, except
   for SP, (a) information on biological  function of Targets which are Products
   developed by or for Merck during the Initial Research Term; and (b) all Merck
   Technology which is biological information on Therapeutic Proteins for use as
   Targets  developed by or for Merck during the Initial  Research Term but only
   after  Merck has  obtained  rights to such  Therapeutic  Protein  pursuant to
   Paragraph  8.4;  provided  that Merck shall not be required to disclose  such
   information  to  SB  and  such   Collaboration   Partners   unless  (x)  such
   Collaboration  Partners  agree to conditions of  confidentiality  and non-use
   with  respect  to such  information  comparable  to those  set  forth in this
   Section  13 as  if  such  information  were  licensed  technology  under  its
   Collaboration Partner Agreement;

                                       31


<PAGE>



   and  (y)  such   Collaboration  Partners  agree  to  freely disclose to Merck
   directly or through SB their information comparable to the information in (a)
   and (b) herein.
13.6.    The  obligations of Paragraph  13.4 shall not apply to information  and
   materials  which (i) were known to the receiving  party or generally known to
   the public prior to its disclosure  hereunder;  or (ii) subsequently  becomes
   known to the  public by some  means  other  than a breach of this  Agreement;
   (iii) is  subsequently  disclosed  to the  receiving  party by a Third  Party
   having a lawful right to make such disclosure;  (iv) is required by law to be
   disclosed;  (v) is approved for release by the parties;  or (vi) is disclosed
   as  required  to meet the  parties  obligations  under  Section  15.
13.7.    For the  avoidance  of  doubt,  nothing  in  this  Agreement  shall  be
   construed as preventing  or in any way  inhibiting  any party from  complying
   with  statutory  and  regulatory   requirements  governing  the  development,
   manufacture,  use and sale or other  distribution  of  products in any manner
   which it reasonably deems appropriate,  including, for example, by disclosing
   to regulatory  authorities  confidential or other information received from a
   party or Third Parties.  The parties shall take reasonable measures to assure
   that no  unauthorized  use or  disclosure is made by others to whom access to
   such  information  is  granted.
13.8.    Merck shall not submit for written or oral  publication any manuscript,
   abstract or the like which  includes  Merck  Technology  which is directed to
   Targets and/or is a Therapeutic  Protein prior to the earlier of (1) eighteen
   (18)  months  after Merck files a Merck  Patent  which  claims such Target or
   Therapeutic Protein or (2) with respect to a Therapeutic Protein, the date on
   which Merck obtains rights to such Therapeutic  Protein pursuant to Paragraph
   8.4, or (3) publication in a printed  publication other than through a breach
   of this  Paragraph  of such  Target or  Therapeutic  Protein  and/or  related
   information  to be submitted in such written or oral  publication.
13.9     No public  announcement  concerning  the  existence of or terms of this
   Agreement shall be made, either directly or indirectly,  by any party to this
   Agreement  without prior written  notice to the other parties and,  except as
   may be legally  required,  or as may be  required  for a public  offering  of
   securities,  or as may be required  for  recording  purposes,  without  first
   obtaining the approval of the other parties and agreement upon the nature and
   text of such announcement. The party desiring to make

                                       32

<PAGE>


   any  such   public  announcement  shall  inform  the  other  parties  of  the
   proposed  announcement  or disclosure in reasonably  sufficient time prior to
   public  release,  and shall  provide the other  parties  with a written  copy
   thereof, in order to allow such other party to comment upon such announcement
   or  disclosure.  Approvals  under  this  Paragraph  will not be  unreasonably
   withheld.  This  Paragraph  shall  not apply to any  information  in a public
   announcement which is information  essentially identical to that contained in
   a previous public announcement agreed to pursuant to this Paragraph.
13.10.   Merck  agrees  to  maintain  computer  and  computer  network  security
   measures as agreed to and  approved by SB, HGS and Merck.
13.11.   contract research with a Third Party Commercial Entity: Notwithstanding
   the confidentiality  provisions of this Section 13, Merck may contract with a
   Third Party to conduct the research  with respect to Licensed  Technology  or
   Merck  Technology  which Merck has a right to conduct  under this  Agreement,
   provided such contract provides that all rights in inventions and discoveries
   made in the  course of or as a result of such  research  shall be owned by or
   exclusively  licensed to Merck with Merck having the same obligations thereto
   as Merck has with respect to Merck  Technology  under this  Agreement and HGS
   and SB having the same rights to any such  invention  and/or  discovery as SB
   and HGS has to Merck  Technology  under this Agreement,  and provided further
   that such contract is otherwise  consistent  with the terms and provisions of
   this Agreement  including  without  limitation  Section 14 of this Agreement.
13.12.   collaborations with  not-for-profit  entities Merck may disclose and/or
   provide  Licensed  Technology  received  from HGS and/or SB to a Third  Party
   not-for-profit collaborator provided Merck enters into an agreement with such
   Third  Party  which is  substantially  in the form of the  Material  Transfer
   Agreement in Appendix B.

14.      PATENT PROSECUTION

14.1.    Each  party  shall  have and  retain  sole and  exclusive  title to all
   inventions,  discoveries,  designs,  works of authorship  and other  know-how
   which are made,  conceived,  reduced to  practice  or  generated  only by its
   employees,  agents,  or other persons  acting under its authority  (including
   Merck contract  researchers  and/or  investigators).  Each party shall own an
   equal undivided interest in all such inventions,  discoveries, designs, works
   of authorship and other know-how made, conceived,

                                       33

<PAGE>



   reduced  to  practice  or  generated  jointly  by employees, agents, or other
   persons acting under the authority of a party ("joint invention");  provided,
   however,  that where a party elects to file a joint  invention  and the other
   party(ies)  of the joint  invention  does not,  the party filing on the joint
   invention  shall  have and  retain  sole and  exclusive  title to such  joint
   invention.  To  the  extent  that  joint  owners  decide  to  file  a  patent
   application on a joint  invention,  the initial filing shall be in the United
   States  and HGS or SB,  as the case  may be,  shall  be  responsible  for the
   preparation and filing thereof.  Each party's interest in a "joint invention"
   to the extent that it is Licensed Technology and/or Merck Technology (whether
   jointly owned or solely  owned) shall be subject to the terms and  conditions
   of this  Agreement;  otherwise  any  owner  shall be free to  dispose  of its
   interest  therein  without the consent of or  accounting  to any other owner.
   With  respect  to  joint  inventions  as to which  Merck  retains  a  license
   hereunder,  HGS  and/or SB, as the case may be,  shall  keep  Merck  promptly
   informed with respect to the filing and major prosecution aspects thereof. In
   the event that Merck  desires that HGS and/or SB obtain and  maintain  patent
   protection in any country with respect to a joint invention, HGS and SB shall
   do so at the cost and expense of Merck.
14.2     HGS  and/or  SB shall  have the right  within  its sole  discretion  to
   prepare,  file, prosecute and maintain its Licensed Patents.  With respect to
   Licensed  Patents as to which Merck retains a license  hereunder,  subject to
   Paragraph  14.10,  HGS and SB shall  use  reasonable  efforts  to keep  Merck
   promptly  informed with respect to the filing and major  prosecution  aspects
   thereof.  In the event  that  Merck  desires  that HGS  and/or SB obtain  and
   maintain patent protection in any country with respect to Licensed Technology
   of SB and/or HGS as the case may be (other than a patent application directed
   to Expressed  Sequence Tags), as to which Merck retains a license  hereunder,
   HGS and/or SB shall do so at the cost and expense of Merck. For the avoidance
   of doubt, the filing of foreign applications and selection of countries where
   such   applications  will  be  filed  under  this  Paragraph  14.2  shall  be
   communicated to Merck in advance of any such foreign filing.
14.3.    Merck shall have the right within its sole discretion to prepare, file,
   prosecute  and maintain  Merck  Patents.  With respect to Merck Patents as to
   which HGS and/or SB retains a license hereunder,  subject to Paragraph 14.11,
   Merck shall keep HGS and SB informed with respect to the

                                       34

<PAGE>

   filing  and  prosecution  thereof.  In  the  event that HGS and/or SB desires
   that Merck obtain and maintain patent  protection in any country with respect
   to Merck  Technology  as to which HGS and/or SB retains a license  hereunder,
   Merck  shall do so at the cost and  expense  of HGS and/or SB as the case may
   be. With regard to any work  initiated by Merck under this  Paragraph,  Merck
   shall be  responsible  for  selecting,  employing and  directing  counsel and
   paying all  attorney's  fees,  costs and expenses  incurred in the conduct of
   such  work,  provided  that  HGS and SB must  consent  to the  selection  and
   continuing  participation  of all patent  counsel,  which  consent may not be
   unreasonably withheld.
14.4.    Each party, on behalf of itself and its directors, employees, officers,
   shareholders,  agents,  successors  and  assigns  hereby  waives  any and all
   actions and causes of action, claims and demands whatsoever, in law or equity
   of any  kind it or they may have  against  the  other  party,  its  officers,
   directors, employees, shareholders, agents, successors and assigns, which may
   arise in any way, except as a result of gross  negligence,  recklessness,  or
   willful  misconduct,  in performance of patent activities under this Section.
14.5.    In the event of the  institution  of any suit by a Third Party  against
   Merck,  SB  or  their  licensees  for  patent   infringement   involving  the
   manufacture, use, sale, distribution or marketing of Merck Product, the party
   sued shall promptly  notify the other party to this Agreement in writing.  As
   between  the  parties  to this  Agreement,  the  party  sued  shall be solely
   responsible  for the cost and expense of such action and any liability  which
   results therefrom.
14.6.    In the  event  that  Merck,  HGS  or SB  becomes  aware  of  actual  or
   threatened  infringement of a Licensed  Patent or a Merck Patent,  that party
   shall promptly  notify the other parties in writing.  The owner of the patent
   in question  shall have the first right but not the  obligation to bring,  at
   its own expense,  an  infringement  action against any Third Party and to use
   the other party's name in connection therewith. If the owner or the exclusive
   licensee of the patent does not  commence a  particular  infringement  action
   within  thirty (30) days,  the other  parties,  after  notifying the owner in
   writing,  shall be  entitled  to bring  such  infringement  action at its own
   expense.  The party  conducting  such action shall have full control over its
   conduct,  including  settlement thereof provided such settlement shall not be
   made  without  the  prior  written  consent  of the  other  party if it would
   adversely affect the patent rights of another

                                       35

<PAGE>

   party.  In  any  event,   Merck,   HGS  and  SB shall  assist one another and
   cooperate in any such  litigation at the other's  request  without expense to
   the requesting party.
14.7.    Merck, HGS and SB shall recover their respective  actual  out-of-pocket
   expenses, or equitable proportions thereof, associated with any litigation or
   settlement  thereof from any recovery  made by any party.  Any excess  amount
   over such  expenses  shall be shared  among,  HGS,  SB and Merck in an amount
   proportional to their respective  losses .
14.8.    The  parties  shall keep one  another  informed of the status of and of
   their  respective  activities  regarding  any such  litigation  or settlement
   thereof. 
14.9.    The owner of a Licensed  Patent or a Merck  Patent shall have the first
   right to seek  extensions of the terms of the patent,  to seek to obtain SPCs
   and to appear  and  contest  the grant of a  compulsory  license to any Third
   Party before an appropriate  administrative  or judicial  entity.  Each party
   shall assist the other in the obtaining of such  extensions or SPCs including
   by  authorizing  the other  party to act as its agent for such  purpose.
14.10.   The obligations of Paragraph 14.2 shall only apply to Licensed  Patents
   which claim Licensed  Technology  which HGS and/or SB is required to disclose
   to Merck Pursuant to this Agreement.
14.11.   The  obligations  of Paragraph  14.3 shall only apply to Merck  Patents
   which  claim  Merck  Technology  which  Merck is  required to disclose to HGS
   and/or SB pursuant to this Agreement.
14.12.   For joint  inventions,  the  parties  having  inventors  to such  joint
   inventions will cooperate in the filing of such invention.  If the parties to
   the joint invention mutually agree to file such joint invention,  the parties
   shall  share  equally in the  expense.  If such a party does not wish to file
   such joint invention, the filing party or parties shall bear all the costs of
   such filing in accordance with Paragraph 14.2 or 14.3 as the case may be.
14.13.   (a) All rights and licenses granted under or pursuant to this Agreement
   by a one party to another,  for all purposes of Section 365(n) of Title 11 of
   the U.S. code ("Title 11"), are licenses of rights to  intellectual  property
   as defined in Title 11. The  licensing  party agrees  during the term of this
   Agreement  to  maintain   and  preserve  any  current   copies  of  all  such
   intellectual  property which are in existence and in its possession as of the
   commencement of a case under Title 11 by or against the licensing party. If a
   case is commenced by or against the licensing party under Title 11, then,

                                       36
<PAGE>



   unless  and  until  this  Agreement  is  rejected  as  provided  in Title 11,
   the licensing party (in any capacity, including debtor-in-possession) and its
   successors and assigns (including,  without  limitation,  a Title 11 Trustee)
   shall,  as the  party  who is a  licensee  may  elect in a  written  request,
   immediately upon such request (A) (i) perform all of the obligations provided
   in this Agreement to be performed by the licensing  party, or (ii) provide to
   the party who is a licensee all such  intellectual  property  (including  all
   embodiments  thereof) held by the  licensing  party and such  successors  and
   assigns as of the  commencement  of a case under  Title 11 by or against  the
   licensing party and from time to time thereafter,  and (B) not interfere with
   the rights of the  licensing  party as  provided  in this  Agreement,  or any
   agreement  supplementary hereto, to such intellectual property (including all
   such  embodiments  thereof,  including  any right of the  licensing  party to
   obtain such intellectual property (or such embodiment) from any other entity.
14.14.   If a Title 11 case is commenced by or against the licensing party, this
   Agreement is rejected as provided in Title 11 and the licensing  party elects
   to retain its rights  hereunder  as provided in Title 11, then the  licensing
   party (in any capacity,  including  debtor-in-possession)  and its successors
   and assigns (including, without limitation, a Title 11 Trustee) shall provide
   to the party who is a licensee all such intellectual  property (including all
   embodiments  thereof) held by the  licensing  party and such  successors  and
   assigns  immediately  upon the  party  who is a  licensee's  written  request
   therefor.  Whenever the licensing  party or any of its  successors or assigns
   provides  to the  other  party  who  is a  licensee  any of the  intellectual
   property  licensed  hereunder (or any  embodiment  thereof)  pursuant to this
   Paragraph  14.14,  the  licensing  party  shall have the right to perform the
   obligations   of  the  licensing   party   hereunder  with  respect  to  such
   intellectual property, but neither such provision nor such performance by the
   party who is a  licensee  shall  release  the  licensing  party from any such
   obligation or liability for failing to perform it; provided, however, that in
   such  event the  party who is a  licensee  shall  not be  entitled  to compel
   specific  performance by the licensing  party under this Agreement  except to
   the extent of enforcing the exclusivity of the license granted hereunder.
14.15.   All rights,  powers,  remedies,  obligations  and  conditions  of Merck
   provided herein are in addition to and not in

                                       37
<PAGE>



   substitution    for   any   and   all   other   rights,   powers,   remedies,
   obligations  and  conditions  of the  licensing  party or the  party who is a
   licensee now or hereafter  existing at law or in equity  (including,  without
   limitation,  Title 11) in the event of the commencement of a Title 11 case by
   or against the licensing party.  The party who is a licensee,  in addition to
   the rights, power and remedies expressly provided herein, shall be subject to
   all obligations  and conditions,  and shall be entitled to exercise all other
   such  rights and powers and resort to all other such  remedies  as may nor or
   hereafter exist at law or in equity (including, without limitation, Title 11)
   in such event.  The parties agree that they intend the  foregoing  rights and
   obligations  of the party who is a licensee  to apply to the  maximum  extent
   permitted by law, including without limitation for purposes of Tittle 11, (I)
   the right of access to any intellectual  property  (including all embodiments
   thereof) of the licensing  party,  or any third party with whom the licensing
   party  contracts to perform an obligation  of the licensing  party under this
   Agreement,  and, in the case of the third party,  which is necessary  for the
   development,  registration  and  manufacture of Merck  Product,  and (ii) the
   right to contract  directly  with any third party  described in clause (i) in
   this sentence to complete the  contracted  work. 
14.16.   In  connection  with  patent  filing,   prosecution,   and  maintenance
   activities  authorized by this Section 14, Merck,  HGS and SB shall cooperate
   fully in providing each other with all documents, data, powers of attorney or
   affidavits  needed to comply with applicable laws, rules and regulations that
   are or shall be in effect in any country.

15.  TRADEMARKS  AND  NON-PROPRIETARY  NAMES 
15.1.    Merck,  at  its  expense,  shall  be  responsible  for  the  selection,
   registration and maintenance of all trademarks which it employs in connection
   with Merck  Products which it has the right to sell,  market,  promote and/or
   co-market  pursuant to this Agreement,  in such countries and/or  territories
   where it has such rights, and shall own and control such trademarks.  Nothing
   in this  Agreement  shall be  construed  as a grant of rights,  by license or
   otherwise,  to  SB  to  use  such  trademarks  for  any  purpose  other  than
   co-promotion  and/or co- marketing as provided in this  Agreement.
15.2.    Merck,  at its expense,  shall be  responsible  for the  selection  and
   registration of non-proprietary names for Merck Product.

                                       38

<PAGE>


15.3.    Responsibility  for the  selection,  registration  and  maintenance  of
   trademarks  employed in  connection a Merck  Product in [***] in which SB and
   Merck have [***] rights with respect to such product  shall be  determined by
   the [***] agreement between the parties with respect to such product.

15.4.    Where SB is [***] a Merck Product in [***],  SB shall have the right to
   select,  register and maintain  trademarks it employs in connection with such
   Merck Product  provided Merck agrees to such selection  which  agreement will
   not be  unreasonably  withheld.  Upon the  expiration of SB's rights to [***]
   such product, such trademark shall be owned by Merck.

16.      STATEMENTS AND REMITTANCES

16.1.    SB and Merck as the case may be,  shall keep and require its  licensees
   to keep complete and accurate records of all sales of Merck Product under the
   licenses  granted  herein.  Each party including HGS shall have the right, at
   its expense, through a certified public accountant or like persons reasonably
   acceptable  to the other  party,  to  examine  such  records  during  regular
   business  hours  during  the life of this  Agreement  and for four (4) months
   after its termination;  provided,  however,  that such examination  shall not
   take place more often than once a year provided  further that such accountant
   shall report only as to the accuracy of the royalty  statements and payments,
   including the magnitude and source of any discrepancy. Neither party shall be
   required  to  maintain  such  records  for more than two (2) years  after the
   generation  of such  record. 
16.2.    Within sixty (60) days after the close of each calendar quarter,  Merck
   shall deliver to HGS and SB shall deliver to Merck a true accounting of Merck
   Product sold under  authority of this  Agreement by it and its  licensees and
   distributors  during such calendar quarter and shall at the same time pay all
   royalties due. Such accounting shall show sales on a  country-by-country  and
   product-by- product basis.
16.3.    Any tax paid or required  to be  withheld  on account of the  licensing
   party  based on license  fee,  milestone  payments,  royalties  and any other
   payments  payable under this  Agreement  shall be deducted from the amount of
   payment otherwise due. Each party shall secure and send to the other proof of
   any such taxes  withheld  and paid. 
16.4.    All  royalties  due by Merck under this  Agreement  shall be payable in
   U.S.  dollars  and all  royalties  due by SB under  this  Agreement  shall be
   payable in the applicable  German currency.  Each party shall have the right,
   upon

                                       39

<PAGE>

   giving  written  notice  to  the  other,  to  receive payment in that country
   in local  currency. 
16.5.    Monetary conversions from the currency of a foreign country, in which a
   product is sold, into United States or German currency shall be calculated at
   the  official   exchange   rate  in  force  in  that  country  for  financial
   transactions  on the last business day of the quarter for which royalties are
   being paid. If there is no such official exchange rate, the conversions shall
   be made at the  rate  for  such  remittances  on that  date as  certified  by
   Citibank, N.A., New York, New York, U.S.A or leading banks in Germany.

17. EXPORT  CONTROL  COMPLIANCE 
17.1.    The parties  agree to comply with any  applicable  law or regulation of
   the United States, Germany or any country governing the export or reexport of
   products  (including test equipment),  software,  and technical data (and the
   product of such data). 
17.2.    The parties will consult with each other to determine  whether any such
   prior  governmental  authorization  is required  with respect to any proposed
   export or  reexport  of a  product,  software  or  technical  data and,  when
   required,  shall  cooperate in the  preparation  of an  application  for such
   authorization from their respective  governmental  authorities. 
17.3.    Merck  agrees that no product,  software or  technology  provided by SB
   and/or  HGS  to  Merck  under  this  Agreement  will  be  used,  directly  or
   indirectly,  or provided to any other  party for use, in the  development  or
   production of any micro-organisms capable of use as a bacteriological warfare
   agents.

18.      TERM AND TERMINATION
18.1.    This  Agreement  shall come into  effect as of the  Effective  Date and
   shall  remain in full force and effect until  terminated  as provided in this
   Section 18.
18.2.    In the event Merck fails to make a royalty or  milestone  payment  when
   due to HGS or SB as the case may be under this  Agreement  with  respect to a
   Merck  Product,  or fails to meet its  obligations  under  Section  9 of this
   Agreement  with  respect to a Merck  Product,  then in  addition to any other
   remedy  which they may have,  HGS and/or SB may notify  Merck in writing that
   all of Merck's  rights with respect to such Merck Product shall  terminate as
   of sixty (60) days after  receipt of such written  notice and Merck's  rights
   with respect thereto shall terminate unless such payment is made or such

                                       40

<PAGE>

   failure is cured, prior to the expiration  of such  sixty  (60) day period. 
18.3.    In the event  Merck  fails to make a payment  to HGS or SB, as the case
   may be under Paragraph 3.1 when due or to HGS under Paragraph 6.1 or 6.4 when
   due, then in addition to any other remedy which they may have, HGS and/or SB,
   as the case may be, may notify  Merck in writing  that this  Agreement  shall
   terminate in its  entirety,  and if Merck fails to make such  payment  within
   thirty (30) days thereafter,  this agreement shall terminate.
18.4.    In the event SB fails to make a payment to Merck  under this  Agreement
   with  respect to a Merck  Product  when due,  then in  addition  to any other
   remedy  which it may have,  Merck may notify SB in  writing  that all of SB's
   rights with respect to such Merck  Product  shall  terminate as of sixty (60)
   days after such  written  notice and SB's rights with respect  thereto  shall
   terminate unless such payment is made or such failure is cured,  prior to the
   expiration  of such  sixty  (60) day  period.
18.5.    Any party may terminate  this  Agreement if, at any time, a party shall
   file in any court or agency  pursuant  to any  statute or  regulation  of any
   state  or  country,   a  petition  in   bankruptcy   or   insolvency  or  for
   reorganization  or for an arrangement or for the appointment of a receiver or
   trustee of the party or of its assets, or if the party in bankruptcy proposes
   a written  agreement of composition or extension of its debts,  or if a party
   shall  be  served  with an  involuntary  petition  against  it,  filed in any
   insolvency proceeding,  and such petition shall not be dismissed within sixty
   (60) days after the filing thereof, or if the other party shall propose or be
   a party to any dissolution or  liquidation,  or if the other party shall make
   an assignment for the benefit of creditors.
18.6.    Notwithstanding  the bankruptcy of Merck,  HGS or SB, or the impairment
   of performance by Merck, HGS or SB of its obligations under this Agreement as
   a result of bankruptcy  or insolvency of Merck,  HGS or SB, the other parties
   shall be entitled to retain the licenses granted herein, subject to rights of
   a party to terminate  this  Agreement  for reasons  other than  bankruptcy or
   insolvency as expressly  provided in this Agreement.
18.7.    No party shall have the right to terminate this Agreement  except under
   Paragraphs  18.3 and 18.5  provided  however that  nothing in this  Agreement
   shall limit any  remedies for breach which may be available in law or equity,
   including termination of this Agreement or of any or all rights hereunder.


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<PAGE>

19.      RIGHTS AND DUTIES UPON TERMINATION
19.1.    Upon  termination  of this Agreement in its entirety or with respect to
   any Merck Product or to any country or territory, each party shall notify the
   other of the amount of such product it and its licensees and distributors and
   their  distributors and licensees then have on hand, the sale of which would,
   but for the  termination,  be  subject  to  royalty,  and such  party and its
   licensees  and  distributors  and  their  distributors  and  licensees  shall
   thereupon be permitted to sell that amount of the product  provided  that the
   party  shall  pay the  royalty  thereon  at the  time  herein  provided  for.
19.2.    Termination  of  this  Agreement   shall   terminate  all   outstanding
   obligations and  liabilities  between the parties arising from this Agreement
   except those which have accrued prior to termination as well as any provision
   which is clearly meant to survive termination of this Agreement.

20.      WARRANTIES AND REPRESENTATIONS 
20.1.    Nothing  in this  Agreement  shall  be  construed  as a  warranty  that
   Licensed Patents, Collaboration Partner Patents or Merck Patents are valid or
   enforceable or that the exercise of Licensed  Patents,  Licensed  Technology,
   Collaboration  Partner  Patents  and  Collaboration  Partner  Targets,  Merck
   Patents  and/or Merck  Technology  do not infringe any patent rights of Third
   Parties. 
20.2.    Each party warrants and represents  that it has the right to enter into
   this Agreement,  to grant the rights and licenses and to otherwise perform in
   accordance  therewith.
20.3.    Merck guarantees that its Affiliates will perform all obligations under
   this Agreement as if the Affiliates were signatories of this Agreement.

21.      INDEMNIFICATION
21.1.    SB shall defend,  indemnify and hold harmless Merck and HGS, affiliates
   of HGS,  licensors  and  licensees  of  Merck  and HGS and  their  respective
   directors, officers, shareholders, agents and employees, from and against any
   and all liability, loss, damages and expense (including reasonable attorneys'
   fees) as the result of claims,  demands, costs or judgments which may be made
   or instituted against any of them arising out of the manufacture, possession,
   distribution,  use, testing, sale, marketing,  promotion or other disposition
   by or  through  SB,  or any  Third  Party  granted  rights  by SB under  this
   Agreement,  of any Merck Product.  SB's  obligation to defend,  indemnify and
   hold harmless shall

                                       42
<PAGE>



   include  claims,  demands, costs  or  judgments,  whether  for  money damages
   or equitable relief by reason of alleged personal injury (including death) to
   any person or alleged property damage, provided, however, the indemnity shall
   not extend to any claims against an  indemnified  party which result from the
   gross negligence or willful  misconduct of such  indemnified  party. SB shall
   have the exclusive  right to control the defense of any action which is to be
   indemnified  in  whole or in part by SB  hereunder,  including  the  right to
   select  counsel  acceptable  to  Merck or HGS to  defend  Merck or HGS or its
   licensees  under this  Agreement  as the case may be and to settle any claim,
   provided  that,  without the  written  consent of Merck  (which  shall not be
   unreasonably  withheld  or  delayed),  SB shall not agree to settle any claim
   against Merck or any Merck  licensee under this Agreement as the case may be,
   to the  extent  such  claim  has a  material  adverse  effect on Merck or its
   licensees  under this  Agreement as the case may be. The  provisions  of this
   Paragraph  shall  survive  and  remain  in full  force and  effect  after any
   termination,  expiration or  cancellation  of this  Agreement and  obligation
   hereunder shall apply whether or not such claims are rightfully  brought.  SB
   shall require each of its licensee of a Merck Product to indemnify  Merck and
   HGS in a manner consistent with this Paragraph.
21.2.    Merck shall defend,  indemnify and hold harmless SB and HGS, affiliates
   of HGS and SB,  licensors  and  licensees of SB and HGS and their  respective
   directors, officers, shareholders, agents and employees, from and against any
   and all liability, loss, damages and expense (including reasonable attorneys'
   fees) as the result of claims,  demands, costs or judgments which may be made
   or instituted against any of them arising out of the manufacture, possession,
   distribution, use, testing, sale, marketing or promotion or other disposition
   by or through  Merck or any Third  Party  granted  rights by Merck under this
   Agreement, of any Merck Product.  Merck's obligation to defend, indemnify and
   hold harmless shall include claims, demands, costs or judgments,  whether for
   money  damages  or  equitable  relief by reason of  alleged  personal  injury
   (including  death)  to any  person  or  alleged  property  damage,  provided,
   however,  the indemnity shall not extend to any claims against an indemnified
   party which result from the gross  negligence  or willful  misconduct of such
   indemnified  party.  Merck  shall have the  exclusive  right to  control  the
   defense of any action which is to be indemnified in whole by Merck hereunder,
   including the right to select counsel

                                       43
<PAGE>



   acceptable  to  SB  or  HGS  to  defend SB or HGS or their  licensee,  as the
   case may be, and to settle any claim,  provided  that,  without  the  written
   consent of an indemnified party under this Paragraph 21.2 (which shall not be
   unreasonably withheld or delayed),  Merck shall not agree to settle any claim
   against such  indemnified  party under this  Agreement as the case may be, to
   the extent such claim has a material adverse effect on such indemnified party
   under this  Agreement as the case may be. The  provisions  of this  Paragraph
   shall  survive  and remain in full force and  effect  after any  termination,
   expiration or cancellation of this Agreement and Merck's obligation hereunder
   shall apply whether or not such claims are  rightfully  brought.  Merck shall
   require each of its licensees (other than SB) of a Merck Product to indemnify
   SB and HGS  under  this  Paragraph  21.2 in a  manner  consistent  with  this
   Paragraph. 
21.3.    A person or entity  that  intends to claim  indemnification  under this
   Section 22 (the  "Indemnitee")  shall  promptly  notify the other  party (the
   "Indemnitor") of any loss, claim,  damage,  liability or action in respect of
   which  the  Indemnitee  intends  to  claim  such  indemnification,   and  the
   Indemnitor, after it determines that indemnification is required of it, shall
   assume the defense thereof with counsel mutually satisfactory to the parties;
   provided,  however,  that  subject to Paragraph  21.1 and 21.2 an  Indemnitee
   shall have the right to retain its own counsel, with the fees and expenses to
   be paid by the Indemnitor if Indemnitor  does not assume the defense;  or, if
   representation  of such Indemnitee by the counsel  retained by the Indemnitor
   would be inappropriate due to actual or potential differing interests between
   such  Indemnitee  and any other  party  represented  by such  counsel in such
   proceedings.  The  indemnity  agreement in this Section 22 shall not apply to
   amounts paid in settlement of any loss, claim, damage, liability or action if
   such  settlement  is effected  without the consent of the  Indemnitor,  which
   consent shall not be withheld unreasonably.  The failure to deliver notice to
   the Indemnitor  within a reasonable  time after the  commencement of any such
   action,  if prejudicial  to its ability to defend such action,  shall relieve
   such Indemnitor of any liability to the Indemnitee under this Section 21, but
   the omission so to deliver  notice to the  Indemnitor  will not relieve it of
   any liability  that it may have to any  Indemnitee  otherwise than under this
   Section 21. The  Indemnitee  under this Section 21, its employees and agents,
   shall cooperate fully with the

                                       44
M
<PAGE>
   Indemnitor  and  its  legal   representatives   in  the investigations of any
   action, claim or liability covered by this indemnification. In the event that
   each party  claims  indemnity  from the other and one party is  finally  held
   liable to indemnify the other, the Indemnitor shall additionally be liable to
   pay the reasonable legal costs and attorneys' fees incurred by the Indemnitee
   in establishing its claim for indemnity.

22.      FORCE MAJEURE
22.1.    If the performance of any part of this Agreement by either party, or of
   any obligation  under this Agreement,  is prevented,  restricted,  interfered
   with or delayed by reason of any cause beyond the  reasonable  control of the
   party  liable to  perform,  unless  conclusive  evidence  to the  contrary is
   provided,  the party so affected  shall,  upon giving  written  notice to the
   other  party,  be  excused  from  such  performance  to the  extent  of  such
   prevention,  restriction,  interference or delay,  provided that the affected
   party shall use its reasonable best efforts to avoid or remove such causes of
   non-performance  and shall  continue  performance  with the  utmost  dispatch
   whenever such causes are removed.  When such circumstances arise, the parties
   shall discuss what, if any,  modification  of the terms of this Agreement may
   be required in order to arrive at an equitable solution.

23.      GOVERNING LAW
23.1.    This Agreement shall be deemed to have been made in the Commonwealth of
   Pennsylvania and its form, execution, validity, construction and effect shall
   be  determined  in  accordance   with  the  laws  of  the   Commonwealth   of
   Pennsylvania,   U.S.A.,  regardless  of  choice  of  law  principles  of  the
   Commonwealth of Pennsylvania.

24.      SEPARABILITY
24.1.    In the event any portion of this Agreement shall be held illegal,  void
   or ineffective,  the remaining portions hereof shall remain in full force and
   effect.
24.2.    If any of the terms or  provisions  of this  Agreement  are in conflict
   with any  applicable  statute or rule of law,  then such terms or  provisions
   shall be deemed  inoperative  to the extent that they may conflict  therewith
   and shall be deemed to be  modified to conform  with such  statute or rule of
   law. 
24.3.    In the event  that the  terms  and  conditions  of this  Agreement  are
   materially  altered as a result of Paragraph  24.1 or 24.2,  the parties will
   renegotiate the

                                       45
<PAGE>



   terms and conditions of this Agreement to resolve any inequities.

25.      ENTIRE AGREEMENT

25.1.    This Agreement,  entered into as of the date written above, constitutes
   the entire  agreement  between  the parties  relating  to the subject  matter
   hereon and supersedes all previous writings and  understandings.  No terms or
   provisions  of this  Agreement  shall be varied or  modified  by any prior or
   subsequent  statement,  conduct or act of either of the parties,  except that
   the  parties may amend this  Agreement  by written  instruments  specifically
   referring to and executed in the same manner as this  Agreement.
25.2.    A waiver of any breach of any provision of this Agreement  shall not be
   construed  as a  continuing  waiver  of other  breaches  of the same or other
   provisions of this Agreement.

26.      NOTICES

26.1.    Any notice  required or permitted under this Agreement shall be sent by
   air mail, postage pre-paid,  courier or fax to the following addresses of the
   parties:

                           Merck KGaA
                           Licensing Department
                           D-64271 Darmstadt, Germany
                           Attention:
                  fax:     49 6151 72 3379

                           SB
                                    SMITHKLINE BEECHAM CORPORATION
                                    709 Swedeland Road
                                    P. O. Box 1539
                                    King of Prussia, Pennsylvania 19406
                                           Attention:  Vice-President, Advanced
                                                 Technologies in Genetics
                  fax:     610-270-6663

                           copy to:
                                    SMITHKLINE BEECHAM CORPORATION
                                    709 Swedeland Road
                                    P. O. Box 1539
                                    King of Prussia, Pennsylvania 19406
                                            Attention: Corporate Intellectual
                                                  Property
                  fax:     610-270-4026


                                       46

<PAGE>



                           HGS
                           Attention: Chairman and Chief Executive Officer
                           Human Genome Sciences, Inc.
                           9410 Key West Avenue,
                           Rockville, Maryland 20850
                  fax:     301-309-0092

                           copy to:
                           Mr. Elliot Olstein
                           Carella, Byrne, Bain, Gilfillan, Cecchi & Stewart
                           6 Becker Farm Road
                           Roseland, New Jersey 07068
                  fax:     201-994-1744

26.2.    Any notice required or permitted to be given  concerning this Agreement
   shall be effective upon receipt by the party to whom it is addressed.

27.      ASSIGNMENT
27.1.    This  Agreement and the licenses  herein  granted shall be binding upon
   and inure to the benefit of the  successors  in  interest  of the  respective
   parties.   Neither  this  Agreement  nor  any  interest  hereunder  shall  be
   assignable or may be assigned by any party without the written consent of the
   other  parties,  and any  such  assignment  shall  be void  and of no  effect
   provided,  however,  any party may assign this Agreement or any of its rights
   or obligations  hereunder to an Affiliate or to any Third Party with which it
   may merge or  consolidate  who agrees to be bound by the terms and conditions
   of this Agreement,  or to which it may transfer all or  substantially  all of
   its assets to which this Agreement relates,  without obtaining the consent of
   the other parties.

28.      RECORDING
28.1.    SB and HGS shall have the right, at any time, to record,  register,  or
   otherwise  notify this  Agreement in appropriate  governmental  or regulatory
   offices anywhere in the world, and Merck shall provide reasonable  assistance
   to SB and HGS in effecting such  recording,  registering or notifying.
28.2.    Merck shall have the right, at any time, to record, register, or other-
   wise notify this Agreement in appropriate  governmental or regulatory offices
   anywhere in the world, and SB and HGS shall provide reasonable

                                       47
<PAGE>



   assistance to Merck in effecting such recording, registering or notifying.

29.      DISPUTE RESOLUTION
29.1.    Senior  management  of HGS and Merck  shall  endeavor  to  resolve  all
   disputes under Section 6 of this Agreement.
29.2.    If there is a tie vote  within the  Management  Committee  or  Alliance
   Committee over an issue within its respective jurisdiction, which tie vote is
   not timely solved such  Committee,  and if senior  management does not timely
   resolve any such tie vote, then either SB or Merck may submit such to binding
   arbitration,  which shall be conducted  according to the Commercial  Rules of
   Arbitration of the American  Arbitration  Association in the United States if
   the  arbitration is initiated by Merck or if the  arbitration is initiated by
   SB, under the rules of the  International  Chamber of Commerce and to be held
   in Basel Switzerland by a panel of three (3) arbitrators, one selected by SB,
   one  selected by Merck,  and the third  selected by mutual  agreement  of the
   arbitrators  selected by SB and Merck. If the arbitrators  selected by SB and
   Merck, respectively cannot agree on a third arbitrator,  then the Arbitration
   Association shall select the third  arbitrator. 
29.3.    Senior  management  of SB, HGS and Merck shall  endeavor to resolve all
   other disputes under this Agreement.

30.      COUNTERPARTS
30.1.    This Agreement may be executed in any number of counterparts,  and each
   such  counterpart  shall  be  deemed  an  original  instrument,  but all such
   counterparts together shall constitute but one agreement.


         IN WITNESS WHEREOF,  the parties,  through their  authorized  officers,
have executed this Agreement as of the date first written above.

                                    SMITHKLINE BEECHAM CORPORATION
                                    SMITHKLINE BEECHAM plc
                                    By: __________________________
                                    Name: ________________________
                                    Title: _______________________

                                    HUMAN GENOME SCIENCES, INC.
                                    By: __________________________
                                    Name: ________________________
                                    Title: _______________________


                                       48


<PAGE>



MERCK KGaA
By: _________________________
Name: _______________________
Title: ______________________
Date: _______________________


                                       49
<PAGE>



                                   APPENDIX A

                             Collaboration Partners
(1)      Takeda Chemical Industries
(2)      Synthelabo
(3)      Schering-Plough Corporation
(4)      Another entity to be named or substituted for (1),
         (2), or (3)



                                       50


<PAGE>



                                   Appendix B
                     MATERIAL TRANSFER and LICENSE AGREEMENT

                           MATERIAL TRANSFER AGREEMENT

THIS  AGREEMENT is entered into and  effective as of the date of last signing by
any of the parties to the Agreement,  by and among Merck KGaA,  Frankfurter Str.
250, 64271  Darmstadt,  Germany  ("Merck")  SmithKline  Beecham  Corporation,  a
corporation organized under the laws of the Commonwealth of Pennsylvania, having
a place of business at One Franklin  Plaza,  Philadelphia,  Pennsylvania  19101,
U.S.A. ("SB corp"),  Human Genome Sciences,  Inc. (HGS) located at 9410 Key West
Avenue,  Rockville,  Maryland  20850 and  _______,  a  not-for-profit  INSTITUTE
located  _______________,   and  designated  representatives  and  employees  of
______________________ (_________________, its representatives and employees are
hereinafter  referred  to  as  "INSTITUTE").

     1.   The Principal  Investigator  conducting the research  described herein
          shall  be  ________________  who is a  designated  representative  and
          employee of INSTITUTE.

     2.   Subject to  availability,  SB, HGS and/or MERCK agrees as the case may
          be to provide the material  set forth in Appendix A to  INSTITUTE  and
          INSTITUTE  agrees such materials are the property of HGS, MERCK and/or
          SB as the  case  may be.  Such  material  and any  related  biological
          material  or  associated  know-how  and data that will be  received by
          INSTITUTE  from SB,  HGS and/or  MERCK;  and any  substance  that is a
          derivative  thereof  or is  replicated  therefrom  or  is an  antibody
          produced  by use  thereof  are  covered  by this  Agreement.  All such
          materials  shall  hereinafter  be  referred  to as the  "Material"  or
          "Materials."

     3.   The Materials  will be used by INSTITUTE  only in connection  with the
          research  described in Appendix B (the  "Research")  and only for non-
          commercial  research  purposes.  If  INSTITUTE  wishes  to  carry  out
          research  beyond that  described in Appendix B, such  research will be
          carried out only pursuant to a further agreement signed by each of the
          parties.


                                       51


<PAGE>

     4.   INSTITUTE shall not distribute,  release, or disclose the Materials to
          any  other  person  or entity  and  shall  ensure  that no one will be
          allowed to take or send the  Materials to any other  location,  unless
          written  permission  is  obtained in advance  from SB,  MERCK and HGS.
          INSTITUTE agrees to maintain the  confidentiality of the Materials and
          any  information  regarding the  Materials,  except to the extent such
          information:

          (a)  can be demonstrated to have been in the public domain or publicly
               known and readily  available  to the trade or the public prior to
               the date of the disclosure; or

          (b)  can be demonstrated,  from written  records,  to have been in the
               Institute's possession or readily available to the INSTITUTE from
               another  source  not under  obligation  of  secrecy to SB, HGS or
               MERCK prior to the disclosure; or

          (c)  becomes  part  of  the  public   domain  or  publicly   known  by
               publication or otherwise,  not due to any unauthorized act by the
               INSTITUTE; or

     5.   The Materials are supplied  solely for scientific  research  purposes,
          for use in animals and/or in vitro. THE MATERIALS SHALL NOT BE USED IN
          HUMANS.

     6.   INSTITUTE hereby  acknowledges that the Materials are provided WITHOUT
          WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
          OTHER  WARRANTY,  EXPRESS  OR  IMPLIED.  MERCK,  SB AND  HGS  MAKE  NO
          REPRESENTATION  THAT THE USE OF THE  MATERIALS  WILL NOT  INFRINGE ANY
          PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT.

     7.   In no  event  shall  SB,  MERCK  or HGS be  liable  for any use of the
          Materials by INSTITUTE.  INSTITUTE  hereby agree to defend,  indemnify
          and hold  harmless  SB,  MERCK  and HGS,  their  officers,  directors,
          employees  and  agents  from  any  loss,  claim,  damage,  expense  or
          liability,  of whatsoever kind or nature (including  attorney's fees),
          which may arise from or in connection  with this Agreement or the use,
          handling or storage of the Materials, by INSTITUTE.

                                       52
<PAGE>

     8.   INSTITUTE  hereby agrees to comply with all applicable  government and
          National  Institutes of Health  regulations  and guidelines  which are
          applicable to all uses of the Materials by the INSTITUTE.

     9.   Any and all  proprietary  rights,  including but not limited to patent
          rights,  in and to the Materials  shall be and remain in SB and/or HGS
          as the case may be.

     10.  INSTITUTE  agrees to provide SB, HGS and MERCK with an advance copy at
          least thirty (30) days in advance of any written submission  (abstract
          or paper) or presentation that makes reference to the Materials. If in
          the opinion of SB, HGS and/or MERCK such  submission  or  presentation
          discloses SB, MERCK and/or HGS proprietary information which INSTITUTE
          is obligated to maintain  confidential under Paragraph 4 hereof, SB or
          MERCK or HGS shall notify INSTITUTE within thirty (30) working days of
          receipt   thereof  and   INSTITUTE   shall  delete  such   proprietary
          information  from such  submission or  presentation.  If a publication
          does  result  from  work  using  the  Materials,  INSTITUTE  agrees to
          acknowledge  SB,  and/or MERCK and/or HGS and give credit to SB, MERCK
          and/or HGS scientists,  as  scientifically  appropriate,  based on any
          direct contribution they may have made to the work.

     11.  For the purposes of this Agreement,  "Developed  Technology" means any
          and  all  data,  formulas,   information,   compositions,   biologics,
          substances and any intellectual property rights thereto, including but
          not limited to, software, copyrights, patents and patent applications,
          which  result from the  Research  and/or use of the  Materials  and/or
          information provided to the INSTITUTE under this Agreement.  INSTITUTE
          agrees to promptly disclose Developed  Technology to MERCK, HGS and SB
          and to provide MERCK,  HGS and SB with any material which is Developed
          Technology.  HGS shall  have the right to file for and  obtain  patent
          protection for Developed  Technology and INSTITUTE agrees to cooperate
          with and obtain execution of papers for HGS with respect thereto.

                                       53

<PAGE>



     12.  During the period of Research,  INSTITUTE shall provide to MERCK,  HGS
          and SB at least once every  three (3) months a summary of the  results
          of Institute's work under Appendix B utilizing the Materials.

     13.  A party may terminate the Research by providing the other parties with
          written notice. Upon such termination of the Research,  INSTITUTE will
          send to SB, HGS and MERCK a final report  including the results of the
          Research.

     14.  INSTITUTE  hereby grants to HGS a sole and exclusive  worldwide  right
          and license under  Developed  Technology to make, have made, use, sell
          and  have  sold  any  and all  products,  processes,  apparatuses  and
          compositions of matter (collectively hereinafter "Product"), including
          the right to grant sublicenses.

     15.  HGS shall pay to INSTITUTE the following  royalties which shall be due
          and payable  sixty (60) days after June 30 and December 31 for Product
          sold in the respective half-year period:

               a.   One  percent  (1%) of net sale of Product  sold by HGS which
                    where sold is covered by a valid and enforceable  claim of a
                    granted patent licensed to HGS hereunder; or

               b.   Ten  percent  (10%)  of  royalties  received  by HGS  from a
                    sublicensee  hereunder for Product sold by such  sublicensee
                    which in the  country  where  sold is covered by a valid and
                    enforceable  claim  of a  granted  patent  licensed  to  HGS
                    hereunder.

     16.  In the event that  royalties are to be paid by HGS to an  unaffiliated
          party for Product for which royalties are also due hereunder, then the
          royalty to be paid hereunder shall be reduced by the amount of royalty
          to be paid to such  unaffiliated  party,  but in no  event  shall  the
          royalty to be paid hereunder be reduced by more than fifty percent.

     17.  Any  modification  of or amendment to this  Agreement will require the
          written consent of the parties hereto.

                                       54

<PAGE>

     18.  This Agreement is not assignable by INSTITUTE, whether by operation of
          law or  otherwise,  without the prior  written  consent of HGS, SB and
          MERCK. Otherwise,  this Agreement is binding upon the successor(s) and
          assignee(s) of the parties.

     19.  This  Agreement may be signed in three or more  counterparts  and each
          shall be an original.

         IN WITNESS WHEREOF,  the parties,  intending to be legally bound,  have
caused  this  Agreement  to be  executed  by their  respective  duly  authorized
representatives.


                                            MERCK

                                            By: ___________________________
                                            Title:
                                            _______________________________
                                            Date:__________________________

SMITHKLINE BEECHAM CORP.                    HUMAN GENOME SCIENCES, INC.

By: ___________________________             By: ___________________________
Title: ________________________             Title: ________________________
Date:__________________________             Date:__________________________



AGREED AND CONSENTED TO:
_________________________________

By: _____________________________         ______________________________
Title: __________________________          Dr. (Principal Investigator)
Date: __________________________          Date: ________________________


                                 MTA APPENDIX A

                                       55
<PAGE>

                                   MATERIAL(S)



                                 MTA APPENDIX B



                                  RESEARCH PLAN



                                       56


<PAGE>



                                   APPENDIX D
                              SAMPLE RESEARCH PLANS
                              TARGET RESEARCH PLAN

Target Identification

Rationale

         -        Brief description of hypothesis
         -        Brief summary of supporting biological data on target
         -        Expected Indications for Product

Status of full length cloning and express

         -        Full length nucleotide sequences
         -        Plans/estimated dates if expression not yet complete

Patent status

Screening Plan

         -        No description of screen(s) required
         -        Estimated date of screening start
         -        Use of target in specificity screens (if any)

Chemical optimization

         -        No details required
         -        Estimated date of start (can be updated)

Plan updates if and when a potential development compound is identified

         -        R&D product (compound) code #/INN name/generic name
                  (when available)
         -        Notification when a compound enters preclinical development
         -        Notification when a compound enters clinical development
         -        Notification when regulatory approvals are sought


                                       57


<PAGE>

                             ANTIBODY RESEARCH PLAN

Target (Antigen) Identification

Rationale

         -     Brief description of hypothesis
         -     Expected indications for product
         -     Brief summary of supporting biological data on target (antigen)

Status of Cloning and Expression or Synthesis of Target (Antigen)

         -     Plans/estimated dates if expression/synthesis of target (antigen)
               not yet complete

Patent Status

Research Plan

         -      Estimated date of immunization start
         -      Estimated date of antibody selection
         -      Estimated date for development
         -      Estimated date/notification when an antibody enters preclinical
                development
         -      Estimated date/notification when an antibody enters clinical
                development
         -      Estimated date/notification when regulatory approvals are sought


                                       58


<PAGE>


                              PROTEIN RESEARCH PLAN

Therapeutic Protein Identification

Rationale

         -        Brief description of hypothesis
         -        Expected indications for Product

Biological data on protein

         -        Full length cloning
         -        Expression and purification
                  Demonstration of the requirements of Paragraph 8.4(A)
                  Demonstration of the requirements of Paragraph 8.4(B)


Patent status (full length gene patent application must have been filed)

Research and development plan

         This  plan need not  contain  detail of these  activities,  but  rather
one-line  descriptions of planned activities (with estimates of timing). Not all
of these plans/timings will be available when the initial plan is submitted, but
will be added as part of the yearly update of the plan.

         -      Further preclinical studies of activity
         -      Preclinical development
                -        determination of pharmacokinetic profile
                -        initiation of toxicology studies
                -        Steps to completion of IND package

         -      Certain key milestones in production/scale-up
         -      Clinical development
                -        Major phase transition (when available and appropriate)






                                       59