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Collaboration Agreement and License Agreement [Amendment] - SmithKline Beecham Corp., SmithKline Beecham plc and Human Genome Sciences Inc.

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                                  AMENDMENT TO
                              SB/HGS COLLABORATION
                        AGREEMENT AND LICENSE AGREEMENT
                                      AND
                     AMENDED AND RESTATED LICENSE AGREEMENT

                  This Agreement,  effective as of this 28th day of June,  1996,
is between,  on the one hand,  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,
U.K. ("SB plc" and,  individually and collectively  with SB corp, "SB"), and, on
the other hand, Human Genome Sciences,  Inc., a corporation  organized under the
laws of the  State of  Delaware,  having a place  of  business  at 9410 Key West
Avenue, Rockville, Maryland 20850, U.S.A. ("HGS").

                                WITNESSETH THAT:

                  WHEREAS SB and HGS entered  into the  COLLABORATION  AGREEMENT
relating  to  sequencing  of  expressed   genes  and  development  of  practical
applications therefor; and

                  WHEREAS SB corp, SmithKline Beecham Intercredit, B.V., and HGS
entered into the AMENDED AND RESTATED  LICENSE  AGREEMENT  pursuant to which HGS
granted to SB certain  licenses  under HGS PATENTS and HGS  TECHNOLOGY  to make,
have made, use and sell  COLLABORATION  PRODUCTS in the SB FIELD, and to license
certain technologies to TAKEDA pursuant to the SB/TAKEDA AGREEMENT; and

                  WHEREAS,  simultaneously with the execution hereof, SB and HGS
are entering into that certain  SB/HGS LICENSE  AGREEMENT,  pursuant to which SB
and HGS will form  alliances  with  THIRD  PARTIES  in  addition  to TAKEDA  and
collaborate  with and/or  grant  licenses to  COLLABORATION  PARTNERS  under HGS
TECHNOLOGY  (as defined in the SB/HGS  LICENSE  AGREEMENT) and SB TECHNOLOGY (as
defined  in the SB/HGS  LICENSE  AGREEMENT)  in the SB FIELD (as  defined in the
SB/HGS  LICENSE  AGREEMENT)  and as to GENE THERAPY  VACCINES,  and which SB/HGS
LICENSE AGREEMENT  supersedes and replaces the  COLLABORATION  AGREEMENT and the
AMENDED  AND  RESTATED  LICENSE  AGREEMENT  as to the SB FIELD and GENE  THERAPY
VACCINES;

                  WHEREAS,  the parties desire to clarify  certain  matters with
respect to  technologies  and related issues that,  pursuant to the terms of the
respective agreements, 

<PAGE>

                                      -2-

may be covered by both the SB/HGS  LICENSE  AGREEMENT,  on the one hand, and the
COLLABORATION  AGREEMENT and the AMENDED AND RESTATED LICENSE AGREEMENT,  to the
extent such agreements  remain in force after the date hereof, on the other, and
to set forth certain rights of SB in respect of COLLABORATION PARTNER PATENTS;

                  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:

1.       DEFINITIONS

1.1      All fully  capitalized  words and phrases  shall have the  meanings set
         forth in the  COLLABORATION  AGREEMENT,  except  as  otherwise  defined
         herein; provided, however, that fully capitalized words and phrases not
         defined in the  COLLABORATION  AGREEMENT  or otherwise  defined  herein
         shall have the meanings set forth in the SB/HGS LICENSE AGREEMENT.

1.2      "COLLABORATION   AGREEMENT"  shall  mean  the  Collaboration  Agreement
         entered  into  between  SB and HGS  effective  as of May 19,  1993,  as
         amended  as of  immediately  before  the  EFFECTIVE  DATE  and by  this
         Agreement.

1.3      "EFFECTIVE  DATE" shall have the meaning ascribed in the SB/HGS LICENSE
         AGREEMENT.

1.4      "RESIDUAL  SB  FIELD"  shall  mean  the SB  FIELD,  as  defined  in the
         COLLABORATION  AGREEMENT,  excluding  the SB FIELD,  as  defined in the
         SB/HGS LICENSE AGREEMENT.

2.       AMENDMENT TO COLLABORATION AGREEMENT AND AMENDED AND RESTATED LICENSE

2.1      The  parties  agree  to  enter  into a formal  amendment  to amend  the
         COLLABORATION  AGREEMENT and the AMENDED AND RESTATED LICENSE AGREEMENT
         according to the following principles:

         (a)      All  disclosures,  transfers and exchanges of information  and
                  technology  pursuant to the  COLLABORATION  AGREEMENT  and the
                  AMENDED AND RESTATED LICENSE  AGREEMENT shall be governed only
                  by the  provisions of the SB/HGS LICENSE  AGREEMENT  governing
                  the 

<PAGE>
                                      -3-

                  disclosure,   transfer   and  exchange  of   information   and
                  technology.  Without limiting the generality of the foregoing,
                  no grant of any license or right pursuant to the COLLABORATION
                  AGREEMENT or the AMENDED AND RESTATED LICENSE  AGREEMENT shall
                  require the disclosure, transfer or exchange of information or
                  technology not required by the SB/HGS LICENSE  AGREEMENT.  The
                  only  exception to the foregoing two sentences  shall occur in
                  the event  that an SB PRODUCT  becomes  an HGS  PRODUCT in the
                  RESIDUAL SB FIELD  pursuant to Paragraphs  7.10 or 7.11 of the
                  COLLABORATION  AGREEMENT,  in which event SB shall transfer to
                  HGS  the  SB  TECHNOLOGY  (as  defined  in  the  COLLABORATION
                  AGREEMENT)  pertaining  to  such  former  SB  PRODUCT  in  the
                  RESIDUAL SB FIELD.

         (b)      Subject to paragraph (a), above, the  COLLABORATION  AGREEMENT
                  and the AMENDED AND RESTATED  LICENSE  AGREEMENT apply only in
                  the RESIDUAL SB FIELD.  Without limiting the generality of the
                  foregoing,  the rights of the  parties to claim SB PRODUCTS or
                  HGS PRODUCTS in the RESIDUAL SB FIELD, the licenses to perform
                  research  and  development  in  the  RESIDUAL  SB  FIELD,  the
                  licenses to SB PRODUCTS  and HGS  PRODUCTS in the  RESIDUAL SB
                  FIELD,  and the  royalties due and payable on sales of such SB
                  PRODUCTS  and  HGS  PRODUCTS  are  each  governed  only by the
                  COLLABORATION  AGREEMENT and the AMENDED AND RESTATED  LICENSE
                  AGREEMENT.

         (c)      The  restrictions  on  SB's  use  of  SB  TECHNOLOGY  and  HGS
                  TECHNOLOGY shall be governed by the SB/HGS LICENSE  AGREEMENT,
                  and the  exceptions to such  restrictions  shall be amended to
                  include SB PRODUCT (as defined in the COLLABORATION AGREEMENT)
                  in the RESIDUAL SB FIELD in the  TERRITORY  (as defined in the
                  COLLABORATION   AGREEMENT),   COLLABORATION   PRODUCT  in  the
                  RESIDUAL   FIELD  in   SOUTHEAST   ASIA,   and   research  and
                  develeopment  during  the  INITIAL  RESEARCH  TERM  and  under
                  RESEARCH PROGRAMS in the RESIDUAL SB FIELD.

3.       LICENSE

3.1      HGS hereby  grants to SB an exclusive or  nonexclusive  (in either case
         sublicensable)  license,  as the case may be,  under all  COLLABORATION
         PARTNER  PATENTS in the  RESIDUAL SB FIELD,  to the full extent of HGS'


<PAGE>
                                      -4-

         interest  in such  COLLABORATION  PARTNER  PATENTS in the  RESIDUAL  SB
         FIELD,  including,  without limitation,  the sublicensable right to use
         such  COLLABORATION   PARTNER  PATENTS  for  purposes  of  researching,
         developing,  making and having  made,  using and selling (as defined in
         Paragraph 1.33 of the SB/HGS LICENSE AGREEMENT) human and animal health
         care products in the RESIDUAL SB FIELD.

4        DISPUTE RESOLUTION

4.1      In the event of any dispute concerning whether a matter,  issue or area
         is subject to both the SB/HGS LICENSE  AGREEMENT,  on the one hand, and
         the  COLLABORATION  AGREEMENT  or  the  AMENDED  AND  RESTATED  LICENSE
         AGREEMENT,  on the other hand, such dispute shall be resolved by the RC
         or  otherwise  as  provided  in  Paragraph  4.1 of the  SB/HGS  LICENSE
         AGREEMENT.  The matter,  issue or area shall be governed by such SB/HGS
         LICENSE AGREEMENT until such dispute is resolved to the contrary.

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

SmithKline Beecham Corporation


By:______________________________



SmithKline Beecham, p.l.c.


By:______________________________



Human Genome Sciences, Inc.


By:______________________________




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<DESCRIPTION>SB/HGS LICENSE AGREEMENT
<TEXT>


"Portions  of  this  Exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment.  The  omitted  portions,  marked  by  [***],  have been
separately filed with the Commission."


                            SB/HGS LICENSE AGREEMENT

         This Agreement is effective as of this 28th day of June,  1996 between,
on the one hand,  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,  U.K. ("SB p.l.c.")
(individually  and  collectively  "SB"),  and, on the other hand,  Human  Genome
Sciences, Inc., 9410 Key West Avenue, Rockville, Maryland 20850 ("HGS").

                                WITNESSETH THAT:

         WHEREAS  SB corp and HGS,  entered  into  the  COLLABORATION  AGREEMENT
(defined  below)  relating to sequencing of expressed  genes and  development of
practical applications therefor; and

         WHEREAS SB corp,  SmithKline Beecham Intercredit,  B.V. and HGS entered
into the AMENDED AND RESTATED  LICENSE  AGREEMENT  (defined  below)  pursuant to
which HGS granted to SB certain licenses under HGS patents and HGS technology to
make,  have made, use and sell  collaboration  products;  and to license certain
technologies  to TAKEDA  (defined  below)  pursuant to the  SB/TAKEDA  AGREEMENT
(defined below),

         WHEREAS  SB and HGS  now  wish to form  alliances  with  THIRD  PARTIES
(defined  below) in addition to TAKEDA to  collaborate  and/or grant licenses to
COLLABORATION  PARTNERS  (defined  below) under HGS TECHNOLOGY and SB TECHNOLOGY
(each defined below) in the SB FIELD (defined  below) and GENE THERAPY  VACCINES
(defined below) causing the parties to now supersede the COLLABORATION AGREEMENT
and the AMENDED AND RESTATED  LICENSE  AGREEMENT  (defined  below) as to such SB
FIELD and GENE THERAPY VACCINES (defined below), and to replace those agreements
only as to such fields with this Agreement;

         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:


<PAGE>


         The parties now agree that the COLLABORATION AGREEMENT is superseded in
accordance  with Paragraph  23.01 of such agreement and the AMENDED AND RESTATED
LICENSE  AGREEMENT  is  superseded  both with  respect  to the SB FIELD and GENE
THERAPY VACCINES to read as follows:

1.       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. "AMENDED AND RESTATED LICENSE  AGREEMENT" shall mean the agreement  between
     SB and HGS entered into May 31, 1995.
1.2. "ANTIBODY  PRODUCT" shall mean an antibody  (monoclonal or polyclonal)  and
     fragments and  constructs  thereof which may be useful for the treatment or
     prevention of a disease or disorder in humans.
1.3. "ANTIBODY  RESEARCH PLAN" shall mean a plan for  researching and developing
     an  ANTIBODY  PRODUCT  which is a  COLLABORATION  PRODUCT  in the SB FIELD.
     Appendix A is an example of such plan.
1.4. "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.
1.5. "BLOCKING CLAIM" shall mean a claim under any patent application or granted
     patent anywhere in the world which generically but not specifically  claims
     (i) any and all compounds  (and/or the use thereof)  which interact with or
     prevent  interaction  with a  specified  TARGET  which  is a  COLLABORATION
     PRODUCT and/or (ii) any and all antibodies (and/or the use thereof) against
     a specific  TARGET or THERAPEUTIC  PROTEIN each of which is a COLLABORATION
     PRODUCT.  The following are examples of "blocking  claims":  (1) a compound
     which interacts with, or is capable of interacting with,  receptor X; (2) a
     compound  which prevents  binding  between or to receptor X and its ligand,
     (3) a process for activating receptor X, comprising:  contacting receptor X
     with a

                                       2

<PAGE>

     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.

1.6. "BIOINFORMATICS"  shall mean computer  software and know-how useful for the
     analysis,  comparison,  and curation of human nucleic acid  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 developed from May 19, 1993 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.  To the
     extent  BIOINFORMATICS  includes  software licensed from a THIRD PARTY such
     THIRD PARTY software is not included  except to the extent that a party has
     the right to transfer to the other party such  software and its use and the
     other  party  agrees to pay any  royalty  owed to the THIRD  PARTY for such
     software and its use.

1.7.  "cDNA" shall mean complementary DNA prepared from human cells.
1.8. "cDNA DATABASE" means the Human cDNA Database  established  pursuant to the
     Human  cDNA  Database  Agreement  (the  HUMAN  cDNA  DATABASE   AGREEMENT),
     effective as of July 7, 1994,  among SB, HGS and The  Institute for Genomic
     Research (TIGR) and as may be amended from time to time.
1.9. "CLINICAL  STUDY" shall mean a study in humans of a product  which study is
     intended  for use in  obtaining  approval  to sell the  product in a "Major
     Market"  However,  in the case of a  product  for  which no human  clinical
     studies are required,  then CLINICAL STUDY shall mean, instead,  initiation
     of country-wide  sales of a product in a "Major Market".  By "Major Market"
     is meant the United States, Canada, Japan, Great Britain,  France, Germany,
     or Italy.
1.10."COLLABORATION  AGREEMENT" shall mean the  Collaboration  Agreement entered
     into  between SB and HGS  effective  as of May 19,  1993,  as amended as of
     immediately before the EFFECTIVE DATE.
1.11."COLLABORATION  PARTNER"  shall mean those  entities which are set forth in
     Appendix  B and  any  entity  added  to such  Appendix  by  mutual  written
     agreement between SB and HGS. TAKEDA is not a COLLABORATION PARTNER.

                                       3

<PAGE>

1.12."COLLABORATION  PARTNER AGREEMENT" shall mean an agreement among HGS and SB
     and a  COLLABORATION  PARTNER and  designated in writing by SB and HGS as a
     COLLABORATION PARTNER AGREEMENT.
1.13."COLLABORATION   PARTNER   PATENT"   shall  mean  all  patents  and  patent
     applications  filed  during the INITIAL  RESEARCH  TERM which are or become
     owned  by a  COLLABORATION  PARTNER  or to  which a  COLLABORATION  PARTNER
     otherwise has, now or in the future,  the right to grant licenses,  only to
     the  extent HGS and SB have the rights to grant  licenses  thereto  under a
     COLLABORATION   PARTNER  AGREEMENT.   Included  within  the  definition  of
     COLLABORATION PARTNER PATENTS are all continuations, continuations-in-part,
     divisions,   patents   of   addition,   reissues,   renewals,   extensions,
     registrations,  confirmations,  re-examinations thereof and any provisional
     applications and all SPCs
1.14."COLLABORATION  PRODUCT"  shall  mean  any  product,  process,   substance,
     composition  or  service  which (i) is based on the use of or is derived by
     use of HGS TECHNOLOGY  and/or SB TECHNOLOGY and/or (ii) is covered by a HGS
     PATENT and/or (iii) is covered by a SB PATENT;  and/or (iv) is covered by a
     COLLABORATION  PARTNER PATENT;  and/or (v) is based on or is derived by use
     of a TARGET and/or is a THERAPEUTIC  PROTEIN and/or biological  information
     on such  TARGET  or  THERAPEUTIC  PROTEIN  all as to  which SB  and/or  HGS
     receives rights from a COLLABORATION  PARTNER under a COLLABORATION PARTNER
     AGREEMENT.  An incidental or immaterial use (or no use) of such  technology
     or  patents  in  (i)-(v)  shall not cause a  product,  process,  substance,
     composition or service to become a COLLABORATION PRODUCT.
1.15."CORIGHTS PRODUCT" shall mean a product subject to a COLLABORATION  PARTNER
     AGREEMENT as to which SB obtains  rights to promote and/or market from such
     COLLABORATION PARTNER.
1.16."COST OF GOODS" shall mean the sum of the actual direct and indirect  costs
     for  active and other  ingredients,  supplies,  material,  and labor and an
     allocated  portion of overheads,  incurred in manufacturing a SB PRODUCT or
     an HGS  PRODUCT,  as  determined  in  accordance  with  Generally  Accepted
     Accounting Principles in the United States.

1.17."DIAGNOSTIC(S)"  shall mean a  COLLABORATION  PRODUCT which is any product,
     process, substance, composition or service

                                       4

<PAGE>

     intended to predict, detect or identify a disease or determine the presence
     of a pathologic condition in a human.
1.18."DISCOVERED"  shall  mean,  with  respect  to a  COLLABORATION  PRODUCT  or
     CORIGHTS PRODUCT, the earlier of (a) the date of the specific disclosure of
     the  COLLABORATION  PRODUCT or CORIGHTS  PRODUCT,  in an application  for a
     patent filed in any country by or in the name of the discovering  party; or
     (b) the date of the specific  disclosure of such  COLLABORATION  PRODUCT or
     CORIGHTS   PRODUCT  in  a  written  document  other  than  a  filed  patent
     application.
1.19."DRUG PRODUCT" shall mean a product  (including  VACCINES),  which is not a
     THERAPEUTIC PROTEIN, GENE THERAPY VACCINE or ANTIBODY PRODUCT, which may be
     useful for the treatment or prevention of a disease or disorder in a human.
1.20."DRUG  RESEARCH  PLAN"  shall  mean a plan  for  screening  of  TARGETS  to
     discover a DRUG PRODUCT  which is a  COLLABORATION  PRODUCT in the SB FIELD
     and shall also mean a plan for  researching  and  developing a GENE THERAPY
     VACCINE  pursuant to Section 7 or a plan for  researching  and developing a
     VACCINE  which is a  COLLABORATION  PRODUCT in the SB FIELD.  An example of
     such a plan is shown in Appendix C.
1.21. "EFFECTIVE DATE" shall mean the date first written above.
1.22."EST"shall mean a partial cDNA sequence,  i.e., a cDNA which corresponds to
     less than the entire expressed portion of a complete human gene, determined
     by  Expressed  Sequence  Tag  analysis.  The ESTs  shall  comprise  as many
     nucleotides  from the 5' end or the 3' end of a cDNA  (exclusive  of vector
     nucleotides) as is practicable in order to enhance the informational  value
     of the ESTs and shall otherwise meet specifications  previously established
     by the RC and as amended from time to time. 1.23.  "GENE" shall mean a cDNA
     or a human  gene or a family of such  human  genes or any  portion  of such
     cDNA, gene or genes.
1.24."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.
1.25.GENE THERAPY  VACCINE"  shall mean a VACCINE  which  achieves a therapeutic
     and/or prophylactic  effect by inducing an antigen-specific  humoral and/or
     cellular immune system response by GENE THERAPY.

                                       5
<PAGE>

1.26. "HGS" shall mean Human Genome Sciences, Inc.
1.27."HGS FIELD" shall mean:  (i) GENE  THERAPY,  GENE THERAPY  VACCINES  (other
     than GENE THERAPY  VACCINES as to which SB obtains rights under Section 7),
     (ii)  ANTISENSE,   (iii)   biotransformation   of  a  chemical  to  prepare
     pharmaceutically  active  agents for human or animal use, or  intermediates
     therefor,  which active agents or intermediates  were discovered before May
     19, 1993.
1.28."HGS  PATENT(S)"  shall mean all  patents  and patent  applications  to the
     extent 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.
     Included  within  the  definition  of HGS  PATENTS  are all  continuations,
     continuations-in-part,  divisions, patents of addition, reissues, renewals,
     extensions, registrations,  confirmations,  re-examinations thereof and any
     provisional applications and all SPCs.
1.29."HGS PRODUCT" shall mean (1) a  COLLABORATION  PRODUCT in the HGS FIELD; or
     (2) a COLLABORATION PRODUCT in the SB FIELD (a) to which HGS obtains rights
     in  accordance  with Section 6; and/or (b) which is a  THERAPEUTIC  PROTEIN
     discovered  or developed by or on behalf of HGS after the INITIAL  RESEARCH
     TERM; and/or (c) which is a DRUG PRODUCT or ANTIBODY PRODUCT  discovered or
     developed by or on behalf of HGS at any time.
1.30."HGS  TECHNOLOGY"  shall  mean  any and all  data,  substances,  processes,
     materials,  formulae,  know-how and inventions with respect to GENES and/or
     expression  products  thereof  (including  sequence and function) which are
     useful  within the HGS FIELD or the SB FIELD and which are  developed by or
     on behalf of HGS during or prior to the INITIAL RESEARCH TERM and which are
     owned by HGS or with  respect  to which HGS has a right to grant a license.
     In the event HGS  in-licenses  from a THIRD PARTY a DRUG PRODUCT,  ANTIBODY
     PRODUCT or  THERAPEUTIC  PROTEIN in each case  discovered  by a THIRD PARTY
     with no use of HGS TECHNOLOGY,  such product and  information  generated by
     HGS directly related to the research and development of such product, shall
     not be HGS TECHNOLOGY.
1.31."HGS  SPECIAL  TECHNOLOGY  shall mean (1) all HGS  TECHNOLOGY  in existence
     prior to the EFFECTIVE  DATE and required to be  transferred or transferred
     to SB  under  the  COLLABORATION  AGREEMENT  and  (2)  all  HGS  TECHNOLOGY
     developed  by or for HGS after the  EFFECTIVE  DATE and during the  INITIAL
     RESEARCH TERM required to be  transferred or transferred to SB by HGS which
     is: (a) sequence data with respect to cDNA and

                                       6
<PAGE>

     expression  products  thereof  and  BIOINFORMATICS  relating  thereto,  (b)
     information on biological function of TARGETS and screens for such TARGETS,
     and/or (c) biological  information on THERAPEUTIC PROTEINS for their use as
     TARGETS, and (3) HGS clones containing sequences in (1) and 2(a).
1.32."INITIAL  RESEARCH  TERM"  shall mean the term  beginning  May 19, 1993 and
     ending June 30, 2001.
1.33."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.
1.34."NET  SALES"  shall  mean  gross  receipts  from  sales of a  COLLABORATION
     PRODUCT (on a product-by-product basis) by SB or HGS or, except as provided
     below, their respective AFFILIATES, licensees, distributors trading on SB's
     or HGS's  account or joint  ventures or other  associated  companies,  less
     deductions for (i) transportation,  shipping and postage charges, including
     transportation  insurance  and  customs  duties  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 and 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 SB's or HGS'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 COLLABORATION PRODUCT.  Otherwise, NET
     SALES shall only include the subsequent, final sales to THIRD PARTIES.
1.35."OPERATING  PROFITS"  shall  mean NET SALES  less (i) COST OF  GOODS,  (ii)
     royalties paid to a party or to THIRD PARTIES,  (iii) costs and expenses of
     Phase IV studies, i.e., post-marketing clinical studies and (iv) marketing,
     promotion,  distribution and selling expenses of SB and its AFFILIATES,  in
     the case of a SB PRODUCT,  or of HGS, in the case of a HGS PRODUCT,  all as
     determined in accordance with Generally Accepted  Accounting  Principles in
     the United States.
1.36."OUTLICENSE  FEES"  shall  mean  all  royalties,  license  fees  and  other
     payments or product rights received by HGS or SB from THIRD

                                       7

<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."

     PARTIES based on licensing  permitted  under this Agreement after deducting
     therefrom fees reasonably paid to compensate HGS or SB, as the case may be,
     for  services  rendered to the  licensee  after the  effective  date of the
     agreement with the licensee.  Throughout this Agreement,  "outlicense"  and
     "license" and forms thereof, are used interchangeably.
1.37."PROTEIN  RESEARCH  PLAN" shall mean a written plan to research and develop
     a  THERAPEUTIC  PROTEIN  which is a  COLLABORATION  PRODUCT in the SB FIELD
     which  plan  includes,   at  a  minimum,   scientific  data,  research  and
     development  efforts,  milestones,  and which is  sufficient  to reasonably
     monitor  diligence  of the  research  and  development  of the  THERAPEUTIC
     PROTEIN.  A  representative  example  of  such a  plan  forms  Appendix  D.
     THERAPEUTIC  PROTEIN PROPOSALS and/or RESEARCH PROGRAMS directed to the six
     (6) HGS  PRODUCTS  in  Paragraph  6.3(a) are deemed to be PROTEIN  RESEARCH
     PLANS submitted by HGS under this Agreement.
1.38."RC" shall mean the  Research  Committee  which shall  consist of three (3)
     appointees  of HGS and three (3)  appointees  of SB and shall be chaired by
     one (1) of the SB appointees.
1.39."RESEARCH PLAN" shall mean  individually  and  collectively a DRUG RESEARCH
     PLAN,  ANTIBODY RESEARCH PLAN and PROTEIN RESEARCH PLAN.  RESEARCH PROGRAMS
     (other than the one  directed to [***]) under the  COLLABORATION  AGREEMENT
     are deemed DRUG RESEARCH PLANS submitted by SB under this Agreement.
1.40."RESEARCH   PROGRAM"  shall  have  the  meaning   ascribed  to  it  in  the
     COLLABORATION AGREEMENT.
1.41."RESEARCH TERM  EXTENSIONS"  shall mean extensions of the INITIAL  RESEARCH
     TERM obtained pursuant to Paragraph 8.6.
1.42."SB" shall mean SmithKline Beecham  Corporation and/or SmithKline  Beecham,
     p.l.c.,  and any past  (from May 19,  1993  through  the  EFFECTIVE  DATE),
     present or future  AFFILIATE  thereof,  which  AFFILIATE holds the relevant
     right  and/or is or was or will be  necessary  or  required  to perform any
     obligations of SB under this Agreement and/or obligations of either of them
     are subsequently  assigned and/or delegated  pursuant to Section 25 of this
     Agreement.
1.43."SB/TAKEDA  AGREEMENT" shall mean the agreement entered into between TAKEDA
     and SB effective  June 8, 1995 as amended or restated and  superseded as of
     immediately  before the EFFECTIVE DATE of this Agreement  which is attached
     as Appendix F and as may be amended from time to time.

                                       8

<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."

1.44."SB FIELD" shall mean human health care,  excluding  both  DIAGNOSTICS  and
     the HGS FIELD  (except as to GENE  THERAPY  VACCINES).  The SB FIELD  shall
     include without  limitation  VACCINES and GENE THERAPY VACCINES (other than
     GENE  THERAPY  VACCINES to which HGS obtains  rights to pursuant to Section
     7).
1.45."SB  PATENT(s)"  shall  mean all  patents  and patent  applications  to the
     extent  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.
     Included  within  the  definition  of SB  PATENTS  are  all  continuations,
     continuations-in-part,  divisions, patents of addition, reissues, renewals,
     extensions, registrations,  confirmations,  re-examinations thereof and any
     provisional  applications  and all SPCs. SB PATENTS  shall  include  TAKEDA
     PATENTS  to the  extent  such  patents  and  patent  applications  claim SB
     TECHNOLOGY.
1.46."SB PRODUCT shall mean (1) a GENE THERAPY  VACCINE which is a COLLABORATION
     PRODUCT  to which SB obtains  rights  pursuant  to Section 7;  and/or (2) a
     THERAPEUTIC  PROTEIN  which is a  COLLABORATION  PRODUCT in the SB FIELD to
     which SB obtains rights  pursuant to Section 6; and/or (3) a  COLLABORATION
     PRODUCT  in the SB FIELD  which  results  from a DRUG  RESEARCH  PLAN or an
     ANTIBODY  RESEARCH PLAN,  each submitted by SB during the INITIAL  RESEARCH
     TERM and/or in the case of a DRUG RESEARCH  PLAN,  which is submitted by SB
     during RESEARCH TERM EXTENSIONS.
1.47."SB  TECHNOLOGY"  shall  mean  any and  all  data,  substances,  processes,
     materials, formulas, know-how, inventions and information useful within the
     HGS FIELD  and/or SB FIELD  which are based on the use of or derived by use
     of HGS SPECIAL  TECHNOLOGY  and are  developed by or on behalf of SB during
     the INITIAL  RESEARCH TERM, or RESEARCH TERM EXTENSIONS or under a RESEARCH
     PLAN submitted by SB pursuant to this Agreement prior to the later of [***]
     years after the INITIAL  RESEARCH  TERM or [***] years after  RESEARCH TERM
     EXTENSIONS.  SB  TECHNOLOGY  shall not  include  technologies,  reagents or
     materials  made by SB merely because of an incidental or immaterial use (or
     no  use  of)  of  HGS  SPECIAL   TECHNOLOGY  in  the  development  of  such
     technologies,  reagents or materials or merely  because of an incidental or
     immaterial use of (or no use of) such  technologies,  reagents or materials
     in a RESEARCH PLAN. SB TECHNOLOGY  shall include  TAKEDA  TECHNOLOGY to the
     extent that such TAKEDA TECHNOLOGY is based on the use of or derived by use
     of (a) HGS  SPECIAL 

                                       9
<PAGE>


     TECHNOLOGY,  or (b) SB TECHNOLOGY as defined in the preceding two sentences
     of this Paragraph.
1.48."SOUTHEAST ASIA" shall mean Burma, Cambodia,  Hong Kong, Indonesia , Japan,
     Laos, Malaysia, Papua New Guinea, People's Republic of China,  Philippines,
     Singapore, South Korea, Taiwan, Thailand, and Viet Nam.
1.49. "SP" shall mean Schering Plough Corporation and its AFFILIATES.
1.50. SPC" shall mean a right  based upon a patent to exclude  others from makin
     g, using or selling a product, process, substance,  composition or service,
     such as a Supplementary Protection Certificate.
1.51."SPECIAL SB  TECHNOLOGY"  shall mean (1) all SB TECHNOLOGY  developed by or
     on behalf of SB in existence  prior to the  EFFECTIVE  DATE  required to be
     transferred or transferred to HGS by SB under the COLLABORATION  AGREEMENT,
     (2) after the EFFECTIVE DATE all SB TECHNOLOGY developed by or on behalf of
     SB which SB is required to transfer to HGS or  transfers to HGS pursuant to
     this Agreement,  and/or (3) SB TECHNOLOGY  otherwise  lawfully  obtained by
     HGS. With respect to information  contained in a RESEARCH PLAN submitted by
     SB  pursuant to this  Agreement,  SPECIAL SB  TECHNOLOGY  shall not include
     items of the type  identified  in sections 1, 2, or 3 of the RESEARCH  PLAN
     outlines attachedas appendices A, C, and D.
1.52. "TAKEDA" shall mean Takeda Chemical Industries, Ltd., and its AFFILIATES.
1.53."TAKEDA PATENT" shall mean all patents and patent  applications which claim
     TAKEDA TECHNOLOGY as defined herein, which are or become owned by TAKEDA or
     to which TAKEDA  otherwise  has,  now or in the future,  the right to grant
     licenses,  to the  extent of SB's  rights  under the  SB/TAKEDA  AGREEMENT.
     Included  within the  definition of TAKEDA  PATENTS are all  continuations,
     continuations-in-part,  divisions,  patents of addition, reissues, renewals
     or extensions thereof and all SPCs
1.54."TAKEDA  PRODUCT" shall mean  individually or collectively a TAKEDA PRODUCT
     or  SB/TAKEDA  JOINT  PRODUCT as those terms are  defined in the  SB/TAKEDA
     AGREEMENT.

1.55."TAKEDA  TECHNOLOGY"  shall mean all technology  required to be transferred
     or transferred to SB under the SB/TAKEDA  AGREEMENT  prior to the EFFECTIVE
     DATE and such other technology required to be transferred or transferred to
     SB pursuant to the  SB/TAKEDA  AGREEMENT in each case which SB is permitted
     to transfer to or share with HGS pursuant to the SB/TAKEDA

                                       10
<PAGE>

     AGREEMENT  and is required to transfer or transfers to HGS pursuant to this
     Agreement.
1.56."TARGET" shall mean 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.
1.57. "TERRITORY" shall mean all the countries and territories in the world.
1.58."THERAPEUTIC  PROTEIN"  shall mean a  polypeptide  derived from a GENE (not
     including  an ANTIBODY  PRODUCT)  which may be useful for the  treatment or
     prevention of a disease or disorder in humans.
1.59."THERAPEUTIC PROTEIN PROPOSAL" shall have the meaning ascribed to it in the
     COLLABORATION AGREEMENT.
1.60."THIRD  PARTY(IES)"  shall  mean  any  party  other  than a  party  to this
     Agreement or an AFFILIATE of SB, or HGS.
1.61."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 shall not include a GENE THERAPY VACCINE.

2.   GRANTS
     ------

     Research and Development
     ------------------------

2.1.  (a) HGS hereby grants to SB a non-exclusive, world-wide  license under HGS
     SPECIAL TECHNOLOGY, claims of HGS PATENTS that cover HGS SPECIAL TECHNOLOGY
     and  COLLABORATION  PARTNER PATENTS to perform  research and development in
     the SB FIELD during the INITIAL RESEARCH TERM pursuant to this Agreement.
     (b) HGS hereby grants to SB a non-exclusive,  world-wide  license under HGS
     SPECIAL TECHNOLOGY, claims of HGS PATENTS that cover HGS SPECIAL TECHNOLOGY
     and  COLLABORATION  PARTNER PATENTS to perform  research and development of
     TARGETS and DRUG PRODUCTS which are COLLABORATION  PRODUCTS in the SB FIELD
     during RESEARCH TERM EXTENSIONS.
2.2. HGS hereby  grants to SB a  non-exclusive,  world-wide,  license  under HGS
     SPECIAL TECHNOLOGY, claims of HGS PATENTS that cover HGS SPECIAL TECHNOLOGY
     and  COLLABORATION  PARTNER PATENTS to perform  research and development in
     the SB FIELD after the INITIAL  RESEARCH  TERM  pursuant to a RESEARCH PLAN
     submitted by SB pursuant to this Agreement.

                                       11
<PAGE>


2.3. HGS hereby  grants to SB a  non-exclusive, world-wide,  license  under HGS
     SPECIAL  TECHNOLOGY,  HGS  PATENTS  and  COLLABORATION  PARTNER  PATENTS to
     perform  research and  development  in the HGS FIELD only in furtherance of
     research and  development  in the SB FIELD (i) during the INITIAL  RESEARCH
     TERM and RESEARCH TERM EXTENSIONS, and (ii) after the INITIAL RESEARCH TERM
     under a RESEARCH PLAN submitted by SB pursuant to this  Agreement.  For the
     avoidance of doubt,  no license is granted (other than to perform  research
     and  development  pursuant to this  Paragraph 2.3) to SB hereunder to make,
     have made, use and sell COLLABORATION PRODUCTS in the HGS FIELD.
2.4. SB hereby grants to HGS a non-exclusive,  world-wide, license under SPECIAL
     SB TECHNOLOGY  and claims of SB PATENTS that cover SPECIAL SB TECHNOLOGY to
     perform  research  and  development  in the SB  FIELD  during  the  INITIAL
     RESEARCH TERM.
2.5. SB hereby grants to HGS a non-exclusive,  world-wide, license under SPECIAL
     SB TECHNOLOGY  and claims of SB PATENTS that cover SPECIAL SB TECHNOLOGY to
     perform research and development in the SB FIELD after the INITIAL RESEARCH
     TERM  pursuant  to a  RESEARCH  PLAN  submitted  by HGS  pursuant  to  this
     Agreement during the INITIAL RESEARCH TERM.
2.6. Notwithstanding  any  rights  obtained  by  a  party,  with  respect  to  a
     THERAPEUTIC PROTEIN under Section 6 or a GENE THERAPY VACCINE under Section
     7, HGS and SB each acknowledges and agrees that HGS and SB, as the case may
     be, retain the right under HGS SPECIAL TECHNOLOGY,  HGS PATENTS, SPECIAL SB
     TECHNOLOGY and SB PATENTS to use  THERAPEUTIC  PROTEINS and/or GENE THERAPY
     VACCINES as to which the other  obtains  rights under Section 6 or 7 solely
     for the purposes of discovering,  researching, developing, marketing, using
     and  selling a DRUG  PRODUCT or an  ANTIBODY  PRODUCT  each in the SB FIELD
     pursuant to the applicable provisions of this Agreement.

     Research And Development in the HGS FIELD
     -----------------------------------------

2.7. (a) SB hereby grants to HGS an exclusive, world-wide, license under SPECIAL
     SB TECHNOLOGY and SB PATENTS to perform research and development in the HGS
     FIELD;

     (b)  Notwithstanding  subparagraph (a), HGS acknowledges and agrees that SB
     and  COLLABORATION  PARTNERS  as the case may be,  retain  the right  under
     SPECIAL SB TECHNOLOGY and SB PATENTS to perform research and development in
     the HGS FIELD as  provided  in this  Agreement  and  COLLABORATION  PARTNER
     AGREEMENTS.
                                       12

<PAGE>

SB PRODUCTS.
- ------------

2.8. HGS hereby grants to SB an exclusive,  sublicenseable world-wide license in
     the SB FIELD under HGS SPECIAL TECHNOLOGY and HGS PATENTS and COLLABORATION
     PARTNER  PATENTS to make,  have made, use and sell in the  TERRITORY,  each
     THERAPEUTIC  PROTEIN as to which SB obtains rights under Section 6 and each
     GENE THERAPY VACCINE as to which SB obtains rights under Section 7.
2.9. HGS hereby grants to SB a non-exclusive, sublicenseable world-wide, license
     in  the  SB  FIELD  under  HGS  SPECIAL  TECHNOLOGY  and  HGS  PATENTS  and
     COLLABORATION  PARTNER  PATENTS with respect to claims  directed to TARGETS
     (and the manufacture and use thereof) which are COLLABORATION  PRODUCTS and
     also with respect to BLOCKING  CLAIMS,  to make, have made, use and sell in
     the  TERRITORY,  (1) DRUG PRODUCT  which is a  COLLABORATION  PRODUCT which
     results  from a DRUG  RESEARCH  PLAN  submitted  by SB during  the  INITIAL
     RESEARCH TERM and RESEARCH TERM EXTENSIONS,  and (2) ANTIBODY PRODUCT which
     is a COLLABORATION PRODUCT and which results from an ANTIBODY RESEARCH PLAN
     submitted by SB during the INITIAL RESEARCH TERM.
2.10.(a) SB agrees not to grant to a THIRD  PARTY  rights in or to an SB PRODUCT
     in the TERRITORY outside of SOUTHEAST ASIA except as follows:

(i)  SB shall  have  the  right to  grant a  license  to a THIRD  PARTY to an SB
     PRODUCT which is a THERAPEUTIC  PROTEIN as to which SB obtains rights under
     Section 6 the earlier of (1) after SB has established proof of efficacy for
     such SB  PRODUCT  in Phase  II  clinical  tests;  or (2)  after  sufficient
     evidence to establish efficacy for one or more indications is available;
(ii) SB shall  have the right to license SB  PRODUCTS  which are DRUG  PRODUCTS,
     GENE THERAPY VACCINES or ANTIBODY PRODUCTS at any time; and
(iii)SB shall have the right to grant a license to SB PRODUCTS in the  TERRITORY
     to TAKEDA pursuant to the SB/TAKEDA AGREEMENT.

(b)  SB shall have the right at any time to grant rights and licenses to any and
     all SB PRODUCTS in SOUTHEAST ASIA.

(c)  In  addition  to (a) and (b),  the  rights  granted to SB by HGS under this
     Agreement are  licenseable  and/or  transferable  by SB to a  COLLABORATION
     PARTNER  provided HGS and SB mutually  agree to the terms and conditions of
     the relevant agreement.

                                       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."

(d)  Except for agreements  permitted by Paragraph 12.3, the SB/TAKEDA AGREEMENT
     or COLLABORATION PARTNER AGREEMENTS,  the rights granted to SB by HGS under
     this  Agreement  and  SB's  rights  to SB  TECHNOLOGY  and SB  PATENTS  are
     licenseable and/or transferable by SB to a THIRD PARTY only with respect to
     a SB  PRODUCT,  and only  pursuant  to an  Agreement  by which SB  grants a
     license to a THIRD PARTY to an SB PRODUCT as permitted under this Paragraph
     2.10 and in which the THIRD PARTY agrees to covenants and obligations  with
     respect to the use of such SB PRODUCT, and any HGS TECHNOLOGY, HGS PATENTS,
     SB PATENTS and SB  TECHNOLOGY  to be licensed to such THIRD PARTY which are
     essentially  identical to the  covenants and  obligations  of SB under this
     Agreement.

HGS PRODUCTs
- ------------

2.11.SB hereby grants to HGS an  exclusive,  sublicenseable  world-wide  license
     under SPECIAL SB TECHNOLOGY and SB PATENTS to make, have made, use and sell
     in the TERRITORY within the SB FIELD each  THERAPEUTIC  PROTEIN which is an
     HGS PRODUCT as to which HGS obtains  rights under  Section 6 and within the
     HGS FIELD each GENE THERAPY VACCINE which is an HGS PRODUCT as to which HGS
     obtains rights under Section 7.
2.12.With  respect to  THERAPEUTIC  PROTEINS in the SB FIELD as to which HGS has
     obtained  rights  under  Section  6 and  ANTIBODY  PRODUCTS  which  are HGS
     PRODUCTS in the SB FIELD developed under a ANTIBODY RESEARCH PLAN submitted
     by HGS during the INITIAL  RESEARCH  TERM,  in each case HGS shall have the
     right to grant  licenses  to THIRD  PARTIES  only  after  HGS has  obtained
     sufficient pharmacological,  biological and other data to permit a decision
     to be  made  as to  whether  or not to  complete  studies  required  for an
     Investigational  New Drug Application (IND) provided,  however,  during the
     INITIAL  RESEARCH  TERM such  licensing  rights  are  limited to a total of
     [***]such THERAPEUTIC PROTEINS and [***] such ANTIBODY PRODUCTS.

2.13.SB hereby  grants to HGS a  non-exclusive,  sublicenseable  subject  to the
     limitations of Paragraphs  2.12,  2.14, 2.20 and 2.21,  world-wide  license
     under  SPECIAL  SB  TECHNOLOGY  and under SB PATENTS  only with  respect to
     claims  directed to TARGETS (and the manufacture and use thereof) which are
     COLLABORATION  PRODUCTS and also only with respect to BLOCKING  CLAIMS,  to
     make, have made, use and sell in the TERRITORY, HGS PRODUCTS which are DRUG
     PRODUCTS  within the SB FIELD  developed  pursuant to a DRUG  RESEARCH PLAN
     submitted by HGS during the

                                       14
<PAGE>


     INITIAL RESEARCH TERM and HGS PRODUCTS which are ANTIBODY PRODUCT in the SB
     FIELD  developed  pursuant to a ANTIBODY  RESEARCH  PLAN  submitted  by HGS
     during the INITIAL RESEARCH TERM.

2.14.Except for  agreements  permitted  by  Paragraph  12.3,  during the INITIAL
     RESEARCH TERM the rights to SPECIAL SB TECHNOLOGY and SB PATENTS granted to
     HGS by SB under  this  Agreement  in the SB FIELD  are  licenseable  and/or
     transferable by HGS to a THIRD PARTY only with respect to an HGS PRODUCT in
     the SB FIELD,  and only  pursuant  to an  Agreement  by which HGS  grants a
     license to a THIRD  PARTY to an HGS  PRODUCT  in the SB FIELD as  permitted
     under this  Agreement  and in which the THIRD PARTY agrees to covenants and
     obligations  which limit the use of SB PATENTS  and  SPECIAL SB  TECHNOLOGY
     which are  essentially  identical to the covenants and  obligations  of HGS
     under this Agreement.
2.15.SB hereby grants to HGS an exclusive,  world-wide  license,  with the right
     to grant  sublicenses,  (i) under SB  PATENTS,  and (ii)  under  SPECIAL SB
     TECHNOLOGY  developed by or on behalf of SB prior to the EFFECTIVE DATE, in
     each case to make, have made, use and sell an HGS PRODUCT in the HGS FIELD;
     provided  that  in  any  agreement   with  a  THIRD  PARTY  (other  than  a
     COLLABORATION  PARTNER)  with respect to such SPECIAL SB  TECHNOLOGY,  such
     THIRD PARTY will only be provided with such SPECIAL SB TECHNOLOGY by HGS on
     a  gene-by-gene  basis after prior  written  notice to SB of the SPECIAL SB
     TECHNOLOGY to be provided and further  provided  that HGS will  incorporate
     the  following  terms  into  all  THIRD  PARTY  agreements  (other  than  a
     COLLABORATION  PARTNER)  in the HGS FIELD with  respect to such  SPECIAL SB
     TECHNOLOGY:  (i) such THIRD PARTY will  develop and  maintain a  'firewall'
     plan reasonably acceptable to both HGS and SB; and (ii) SB has the right to
     directly  enforce  breaches of any such  agreement  by the THIRD PARTY with
     respect to its use of SPECIAL SB TECHNOLOGY.
    
     Copromotion.
     ------------
2.16.(a) HGS hereby  grants to SB an option to  co-promote  HGS PRODUCT  sold by
     HGS  in  the  HGS  FIELD  (other  than  a  GENE  THERAPY  VACCINE),   on  a
     country-by-country  basis, in the TERRITORY. SB may exercise this option as
     provided in Paragraph  10.2.  The option does not extend to any HGS PRODUCT
     which is  primarily  a  service.

                                       15

<PAGE>

(b)  HGS hereby grants to SB an option to develop,  sell,  promote and/or market
     HGS  PRODUCTS in the SB FIELD  (other than a GENE  THERAPY  VACCINE) in the
     TERRITORY, which option may be exercised as provided in Paragraph 10.3.
(c)  SB hereby  grants to HGS an option to  co-promote  SB PRODUCT sold by SB in
     the SB FIELD (other than a GENE THERAPY VACCINE),  on a  country-by-country
     basis in the United States,  Canada,  Mexico,  and Europe. HGS may exercise
     this option as provided in  Paragraph  10.1.  The option does not extend to
     any SB PRODUCT which is primarily a service.
    
     Takeda.
     -------

2.17.(a) HGS  acknowledges  that it has reviewed the  SB/TAKEDA  AGREEMENT as it
     exists as of the  EFFECTIVE  DATE as may be amended with the consent of HGS
     and hereby  confirms  its  approval of, and consent to SB's entry into such
     agreement.
(b)  HGS  hereby  grants to SB the  right to grant to  TAKEDA,  pursuant  to the
     SB/TAKEDA  AGREEMENT as it exists as of the EFFECTIVE DATE and as it may be
     amended with the consent of HGS, an exclusive or  non-exclusive  sublicense
     under LICENSED PATENTS,  LICENSED TECHNOLOGY,  SB PATENTS and SB TECHNOLOGY
     (to the full extent of the interest of HGS  therein),  to make,  have made,
     use and sell SB PRODUCTS and TAKEDA PRODUCTS.
(c)  HGS  hereby  grants to SB the right to grant to  TAKEDA,  a  non-exclusive,
     non-transferable,  paid-up  sublicense  under  LICENSED  PATENTS,  LICENSED
     TECHNOLOGY,  SB  PATENTS  and SB  TECHNOLOGY  (to the  full  extent  of the
     interest of HGS therein), to carry out research and development pursuant to
     the SB/TAKEDA AGREEMENT as it exists as of the EFFECTIVE DATE and as it may
     be amended with the consent of HGS.
(d)  LICENSED  PATENTS and LICENSED  TECHNOLOGY as used in this  Paragraph  2.17
     shall have the meaning ascribed to them in the SB/TAKEDA AGREEMENT.

     Other License Terms.
     --------------------

2.18.HGS grants to SB an  irrevocable,  royalty-free  non-exclusive  world-wide,
     license   (sublicenseable   only   to   COLLABORATION   PARTNERS   under  a
     COLLABORATION  PARTNER AGREEMENT and TAKEDA under the SB/TAKEDA AGREEMENT),
     to use  BIOINFORMATICS  which is HGS  TECHNOLOGY  to perform  research  and
     development   after  the  INITIAL  RESEARCH  TERM.   Without  limiting  the
     generality of the forgoing,  HGS hereby grants to SB the rights to grant to
     TAKEDA an irrevocable,  paid-up,  non-

                                       16

<PAGE>


     exclusive,  world-wide license to any and all  BIOINFORMATICs  which is HGS
     TECHNOLOGY  transferred to TAKEDA during the INITIAL RESEARCH TERM pursuant
     to the SB/TAKEDA AGREEMENT.
2.19.If during  the  INITIAL  RESEARCH  TERM HGS  develops  a  biotransformation
     process within the HGS FIELD for preparing pharmaceutically active human or
     animal agents sold by SB prior to May 19, 1993, HGS hereby grants to SB the
     first right to an exclusive license under HGS know-how and patents to make,
     have made,  use and sell such agents under terms to be  negotiated.  If the
     parties are unable to reach  agreement on the terms  thereof  within ninety
     (90) days of notice by HGS that such process has been  developed,  then HGS
     shall  have the right to grant  such  license  to a THIRD  PARTY  provided,
     however,  that HGS shall not grant such  license to a THIRD  PARTY on terms
     more  favorable  than those last extended to SB without first offering such
     terms to SB.
2.20.Except for (i) licenses  granted by HGS to SB under this Agreement,  TAKEDA
     under  the  SB/TAKEDA  AGREEMENT,  and/or  COLLABORATION  PARTNERS  under a
     COLLABORATION PARTNER AGREEMENT; and (ii) licenses granted to THIRD PARTIES
     in the SB FIELD with respect to THERAPEUTIC  PROTEINS or ANTIBODY  PRODUCTS
     as permitted by Paragraph 2.12, during the INITIAL RESEARCH TERM, HGS shall
     not  grant  any  rights  or  license  to  THERAPEUTIC  PROTEINS  which  are
     COLLABORATION  PRODUCTS  in the SB FIELD or  ANTIBODY  PRODUCTS  which  are
     COLLABORATION PRODUCTS in the SB FIELD.

2.21.Except  for  licenses  granted by HGS to SB under  this  Agreement,  TAKEDA
     under  the  SB/TAKEDA  AGREEMENT,  and/or  COLLABORATION  PARTNERS  under a
     COLLABORATION  PARTNER  AGREEMENT,  (a) for the  period  commencing  on the
     expiration  of  the  INITIAL  RESEARCH  TERM  and  ending  four  (4)  years
     thereafter, HGS agrees not to grant any rights or licenses to a THIRD PARTY
     in the SB FIELD with respect to TARGETS  which are  COLLABORATION  PRODUCTS
     and which are the subject of a DRUG RESEARCH PLAN or ANTIBODY RESEARCH PLAN
     submitted  prior to the end of the INITIAL  RESEARCH  TERM by SB or similar
     research plan  submitted  prior to the end of the INITIAL  RESEARCH TERM by
     TAKEDA under the SB/TAKEDA  AGREEMENT and/or a COLLABORATION  PARTNER under
     such COLLABORATION  PARTNER AGREEMENT,  and (b) HGS agrees not to grant any
     rights or license to a THIRD PARTY in the SB FIELD with  respect to

                                       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."

     TARGETS which are COLLABORATION PRODUCTS during the INITIAL RESEARCH TERM.
2.22 (a) HGS shall not use TARGETS  which are  COLLABORATION  PRODUCTS  for DRUG
     PRODUCT  discovery in the SB FIELD until [***] from the EFFECTIVE DATE, and
     (b) HGS  further  agrees  that  after such  period  and during the  INITIAL
     RESEARCH  TERM HGS shall not use TARGETS which are  COLLABORATION  PRODUCTS
     for DRUG PRODUCT  discovery in the SB FIELD which are the subject of a DRUG
     RESEARCH  PLAN  submitted  by SB  or  an  equivalent  plan  submitted  by a
     COLLABORATION  PARTNER under a  COLLABORATION  PARTNER  AGREEMENT or TAKEDA
     under the SB/TAKEDA AGREEMENT prior to the end of the INITIAL RESEARCH TERM
     unless prior to the submission of such plan by SB, TAKEDA or  COLLABORATION
     PARTNER, HGS has either submitted to SB biological data with respect to the
     TARGET to which such plans are  directed or HGS has  submitted to SB a DRUG
     RESEARCH  PLAN  with  respect  to such  TARGET.  For the  purposes  of this
     Paragraph 2.22, biological data shall mean for example, nucleotide sequence
     from a single clone  encoding the complete  open reading frame for the full
     length TARGET and/or transient or stable functionally expressing cell lines
     each of which are generated by or on behalf of HGS.
2.23.During the INITIAL  RESEARCH TERM, HGS shall not use TARGETs or THERAPEUTIC
     PROTEINS which are COLLABORATION PRODUCTS for ANTIBODY PRODUCT discovery in
     the SB FIELD which are the subject of an ANTIBODY  RESEARCH PLAN  submitted
     by SB in accordance  with this Agreement  unless prior to the submission of
     such  ANTIBODY  RESEARCH  PLAN by SB, HGS has either  submitted an ANTIBODY
     RESEARCH  PLAN  with  respect  to such  TARGET or HGS has  submitted  to SB
     biological  data with respect to the TARGET to which the ANTIBODY  RESEARCH
     PLAN is directed.  For the purposes of this Paragraph biological data shall
     mean for example,  nucleotide  sequence  from a single  clone  encoding the
     complete open reading frame for the full length TARGET and/or  transient or
     stable functionally expressing cell lines each of which are generated by or
     on behalf of HGS.
2.24.Notwithstanding  anything  else  to the  contrary,  SPECIAL  SB  TECHNOLOGY
     developed after the EFFECTIVE DATE and claims of SB PATENTS that cover such
     SPECIAL SB  TECHNOLOGY  developed  after the EFFECTIVE  DATE,  and RESEARCH
     PROGRAMS submitted under the COLLABORATION AGREEMENT shall not be disclosed

                                       18

<PAGE>


     by HGS to SP or a THIRD PARTY until such patents and technology have, prior
     to such  disclosure,  become  generally  available to the public other than
     through a breach of this Agreement.
2.25.All  the  grants  in this  Section  2 are  subject  to all  the  terms  and
     conditions of the Agreement.
2.26.HGS  and SB each  agree  that:  (i)  either  party  may  compare  microbial
     nucleotide  sequences  with  human  cDNA  sequences  which are HGS  SPECIAL
     TECHNOLOGY or SPECIAL SB TECHNOLOGY  to determine  homologies  between such
     sequences; (ii) such use of HGS SPECIAL TECHNOLOGY or SPECIAL SB TECHNOLOGY
     by SB during the INITIAL RESEARCH TERM or RESEARCH TERM EXTENSIONS shall be
     deemed to be an "immaterial  use" of such  technologies  (as such phrase is
     used in this  Agreement)  with  respect  to any  microbial  gene based drug
     discovery target or vaccine  identified by SB (or a licensee of SB) by such
     use, and such use alone shall not cause such microbial  nucleotide sequence
     or such target and/or such vaccine to be SB  TECHNOLOGY or a  COLLABORATION
     PRODUCT nor any antimicrobial  product  discovered or developed by SB (or a
     licensee of SB) by such use of any such  microbial  nucleotide  sequence or
     such  target  and/or  such  vaccine  to be a  COLLABORATION  PRODUCT  or SB
     TECHNOLOGY  under  this  Agreement,  (iii)  such use  alone of HGS  SPECIAL
     TECHNOLOGY  or  SPECIAL  SB  TECHNOLOGY  by HGS  shall  not  cause any such
     microbial  nucleotide  sequence or any microbial  gene based drug discovery
     target or vaccine  identified  by HGS (or a licensee of HGS) by such use to
     be a COLLABORATION  PRODUCT,  nor any antimicrobial  product  discovered or
     developed  by HGS (or a licensee of HGS) by such use of any such  microbial
     nucleotide   sequence  or  such  target   and/or  such   vaccine  to  be  a
     COLLABORATION PRODUCT or HGS TECHNOLOGY under this Agreement.

3.   PAYMENTS AND ROYALTIES
     ----------------------

     Payments to HGS
     ---------------

3.1  SB shall pay the following royalties on NET SALES of each SB PRODUCT (other
     than a GENE THERAPY VACCINE) and TAKEDA PRODUCT,  each which are sold by SB
     or SB licensees (other than TAKEDA or its licensees) which royalty shall be
     calculated on a product by product basis, with the applicable  royalty rate
     for each such SB PRODUCT or TAKEDA  PRODUCT in a calendar  year being based
     on world-wide  sales for such SB PRODUCT or TAKEDA  PRODUCT in the calendar
     year and this determined royalty rate being applied to all world-wide sales
     (other than sales by TAKEDA or its

                                       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."

  licensees) of such SB PRODUCT or TAKEDA
     PRODUCT in such calendar year:
        i.6% (six percent) of NET SALES of each SB PRODUCT and/or TAKEDA PRODUCT
        during   each  calendar  year in which the NET SALES of such SB  PRODUCT
        and/or TAKEDA PRODUCT do not exceed [***];
        ii.8% (eight percent) of such NET SALES of each SB PRODUCT and/or TAKEDA
        PRODUCT  during  each  calendar  year in  which the NET SALES of such SB
        PRODUCT  and/or TAKEDA  PRODUCT exceed [***]; 
        iii.9% (nine percent) of such NET SALES of each SB PRODUCT and/or TAKEDA
        PRODUCT  during  each  calendar  year in  which the NET SALES of such SB
        PRODUCT  and/or TAKEDA  PRODUCT [***];
        iv.10%  (ten  percent)  of such  NET  SALES  of each SB  PRODUCT  and/or
        TAKEDA  PRODUCT during each calendar year in which the NET SALES of such
        SB PRODUCT and/or TAKEDA PRODUCT exceed [***].
3.2  SB shall have the right on a product by product  basis,  to credit  against
     any royalty  payment due to HGS pursuant to Paragraph  3.1 for any calendar
     half-year,  one half of the royalties  due TAKEDA  pursuant to Section 3 of
     the SB/TAKEDA AGREEMENT for that half-year on sales of TAKEDA PRODUCT by SB
     or its licensees;  provided however, that in no event shall the royalty due
     to HGS on such sales in such  half-year be reduced more than fifty  percent
     (50%) of the royalty that would otherwise be due HGS under Paragraph 3.1 on
     such sales in such half-year.
3.3  SB shall pay royalties to HGS for sales made by SB of each CORIGHTS PRODUCT
     in an amount  equal to [***] of the  royalty  which  would be due HGS under
     Paragraph 3.1, as if such CORIGHTS PRODUCT were a SB PRODUCT.
3.4  No  royalties  are due HGS under  Paragraph  3.1 for any  product for which
     royalties are due HGS under Paragraph 3.5 or 3.6.
3.5  SB  shall  pay to HGS  the  royalties  owed by  TAKEDA  to SB  pursuant  to
     Paragraph 3.3 of the SB/TAKEDA  AGREEMENT on sales of TAKEDA  PRODUCTS sold
     by TAKEDA or its licensees (other than SB).
3.6  SB shall pay to HGS fifty (50%) percent of the royalties  owed by TAKEDA to
     SB pursuant to  Paragraph  3.3 of the  SB/TAKEDA  AGREEMENT  on sales of SB
     PRODUCTS  sold by TAKEDA or its  licensees  other than SB  pursuant  to the
     SB/TAKEDA AGREEMENT.
                                       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."


3.7  Notwithstanding  anything herein to the contrary, SB shall not be obligated
     to pay any royalties or make any milestone  payments and HGS shall not have
     co-promotion rights each with respect to the following: 
         (a) SB PRODUCT, CORIGHT PRODUCT or TAKEDA PRODUCT encompassed by a DRUG
     RESEARCH  PLAN  or  ANTIBODY  RESEARCH  PLAN  submitted  by SB  under  this
     Agreement (or in the case of a CORIGHT PRODUCT or TAKEDA PRODUCT  submitted
     under a research  plan  pursuant to an agreement  with SB and/or HGS) which
     product is not covered by a claim of a granted HGS PATENT and which product
     is  DISCOVERED  after the later of (i) [***]  after the end of the  INITIAL
     RESEARCH TERM or (ii) [***] after the end of RESEARCH TERM  EXTENSIONS;  or
     (b) SB PRODUCT  which is a  THERAPEUTIC  PROTEIN  which is not covered by a
     granted claim of a HGS PATENT,  SB PATENT or  COLLABORATION  PARTNER PATENT
     licensed  to SB under this  Agreement  and of which at least  [***]% of the
     full length DNA coding sequence for, or the cDNA corresponding to the amino
     acid  sequence  of the final  form of,  such SB  PRODUCT  is  independently
     identified by SB without the use of HGS TECHNOLOGY or SB TECHNOLOGY.

Payments to SB
- --------------
3.8  If a HGS PRODUCT (other than a GENE THERAPY  VACCINE) (i) is sold by HGS in
     the HGS FIELD and is covered by a SB PATENT or  incorporates or is based on
     or is  derived  by use of SB  TECHNOLOGY  or  (ii) is sold by HGS in the SB
     FIELD, then HGS shall pay the following  royalties on NET SALES of each HGS
     PRODUCT  sold by HGS which  royalty  shall be  calculated  on a product  by
     product basis,  with the applicable  royalty rate for each HGS PRODUCT in a
     calendar year being based on world-wide  sales by HGS and its licensees for
     such HGS PRODUCT in the  calendar  year and this  determined  royalty  rate
     being  applied to all  world-wide  sales by HGS of such HGS PRODUCT in such
     calendar year:
         i 6% (six  percent) of NET SALES during each calendar year in which the
         NET SALES do not exceed [***];
         ii 8% (eight  percent) of all NET SALES  during each  calendar  year in
         which  the  NET  SALES  exceed [***];
         iii 9% (nine  percent) of all NET SALES of the HGS PRODUCT  during each
         calendar year in which the NET SALES exceed [***];


                                       21
<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."

         iv 10% (ten  percent) of all NET SALES of the HGS  PRODUCT  during each
         calendar year in which the NET SALES exceed [***].
3.9  With respect to
         (i) each  THERAPEUTIC  PROTEIN  as to which HGS  obtains  rights  under
         Section 6;
         (ii) each DRUG PRODUCT or ANTIBODY PRODUCT in each case which is an HGS
         PRODUCT  in the SB FIELD  DISCOVERED  prior  to the end of the  INITIAL
         RESEARCH TERM; and
         (iii) each DRUG PRODUCT or ANTIBODY  PRODUCT which is an HGS PRODUCT in
         the SB  FIELD  which  results  from a TARGET  which is a  COLLABORATION
         PRODUCT  which  is the  subject  of a DRUG  RESEARCH  PLAN or  ANTIBODY
         RESEARCH PLAN submitted  prior to the end of the INITIAL  RESEARCH TERM
         by HGS and  which  is  also  the  subject  of a DRUG  RESEARCH  PLAN or
         ANTIBODY  RESEARCH  PLAN  submitted  by SB,  where the DRUG  PRODUCT or
         ANTIBODY  PRODUCT is DISCOVERED by HGS prior to the period ending [***]
         years after the end of the INITIAL RESEARCH TERM,
     which HGS  PRODUCTS  are  licensed by HGS to a THIRD PARTY in the SB FIELD,
     HGS shall pay SB: 
         (a) [***] percent ([***]) of any OUTLICENSE FEES (excluding  royalties)
     received by HGS from a THIRD PARTY with respect thereto; and
         (b) the following  percentage of royalties (Royalty Share) due HGS from
     such THIRD  PARTY which  percentage  shall be based on all  world-wide  NET
     SALES for such HGS PRODUCT in a calendar year:

         NET SALES                  Royalty Share to SB
         ----------------------------------------------
         [***]                      [***]
         [***]                      [***]
         [***]                      [***]
         [***]                      [***]
         [***]                      [***]

3.10 Except as provided in Paragraphs 3.9, 10.2 and 10.3, HGS shall be obligated
         to pay royalties on and shall have other obligations pursuant  to  this
         Agreement only with respect to:
         (a) any HGS PRODUCT which is covered by an issued SB PATENT; and/or

                                       22

<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."

     (b) any HGS PRODUCT in the HGS FIELD  (other than a GENE  THERAPY  VACCINE)
     which is not covered by an issued SB PATENT, where such product is based on
     the use of, or is derived by the use of SPECIAL SB TECHNOLOGY; and/or
     (c) any HGS  PRODUCT in the SB FIELD  which is a DRUG  PRODUCT or  ANTIBODY
     PRODUCT DISCOVERED during the INITIAL RESEARCH TERM; and/or
     (d) any HGS  PRODUCT in the SB FIELD  which is a DRUG  PRODUCT or  ANTIBODY
     PRODUCT which is not covered by an issued SB PATENT,  where such product is
     based on the use of, or derived by the use of SPECIAL SB TECHNOLOGY  and is
     DISCOVERED  during  the  period  commencing  after  the end of the  INITIAL
     RESEARCH TERM and ending [***] years thereafter; and/or
     (e) any HGS PRODUCT in the SB FIELD which is a THERAPEUTIC PROTEIN to which
     HGS has obtained rights under Section 6; and/or
     (f) any HGS  PRODUCT  which is a GENE  THERAPY  VACCINE  to  which  HGS has
     obtained rights under Section 7.
3.11 If a HGS  PRODUCT  is sold in the HGS FIELD by a  licensee  of HGS,  and is
     covered by a SB PATENT or  incorporates or is based on or is derived by use
     of SB  TECHNOLOGY,  then HGS  shall  pay to SB  [***]  percent  ([***])  of
     OUTLICENSE FEES received by HGS for such HGS PRODUCT.
3.12 Notwithstanding  any of the provisions of this Section 3, HGS shall not owe
     SB any  royalties or have any other  obligations  to SB with respect to the
     [***] HGS PRODUCTS  for which SP elects to obtain and obtains  co-promotion
     or co-marketing  rights under a COLLABORATION  PARTNER  AGREEMENT among SP,
     HGS and SB.
3.13  Notwithstanding any of the provisions of this Section 3, HGS shall not owe
     SB any royalties and SB shall not owe HGS royalties  with respect to an HGS
     PRODUCT  in  countries  and/or  territories  for  which SB  obtains  rights
     pursuant to Paragraphs 2.16(b) and 10.3.

Milestone payments
- ------------------

3.14 (a) In  addition  to  royalties as  provided above, for each SB PRODUCT, SB
     shall  pay  to  HGS  [***]  dollars (US  $[***])  upon  initiation by SB, a
     licensee  of  SB  (except  TAKEDA  under  the  SB/TAKEDA   AGREEMENT  or  a
     COLLABORATION  PARTNER  under a  COLLABORATION  PARTNER  AGREEMENT) or by a
     THIRD PARTY authorized by SB (subject to the above exceptions) of the first
     CLINICAL STUDY and [***]

                                       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."

     dollars (US $ [***]) upon acceptance  of the  first  filing  of a New  Drug
     Application or a Product License  Application  (or equivalent  thereof in a
     Major  Market).  Such  milestone  payments  shall be  applicable  to all SB
     PRODUCTS except any SB PRODUCT where expected  worldwide NET SALES are less
     than [***] million dollars (US [***]) per year.
(b)  In the case of SB PRODUCTS for which expected  worldwide NET SALES are less
     than  US $ [***], SB  shall  pay to HGS  [***]  dollars  (US  $[***])  upon
     initiation of country-wide  sales of the product in a Major Market.  If the
     actual annual  worldwide NET SALES of such product exceed the US [***] then
     SB shall thereupon pay to HGS [***] dollars (US$[***]).
(c)  The milestone  payments  provided in this Paragraph 3.14 shall only be made
     once for each SB 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 an SB PRODUCT for
     which the payments were previously made.
(d)  Notwithstanding  anything in this Paragraph 3.14 to the contrary,  payments
     to HGS in connection  with  milestone  payments for TAKEDA  PRODUCTS and SB
     PRODUCTS sold by TAKEDA or its sublicencees  under the SB/TAKEDA  AGREEMENT
     are governed by Section 3 of such agreement.
(e)  In the event SB licenses an SB PRODUCT to a THIRD  PARTY,  SB shall  credit
     the  share  of  OUTLICENSE  FEE  paid HGS on such SB  PRODUCT  against  any
     milestone payments due HGS under this Paragraph 3.14 for such SB PRODUCT.
3.15 SB and HGS shall share  [***] (i)  any  milestone  payments  received by SB
     from TAKEDA  pursuant to Paragraph 3.8 of the SB/TAKEDA  AGREEMENT and (ii)
     milestone payments due to HGS and/or SB from COLLABORATION PARTNERS under a
     COLLABORATION PARTNER AGREEMENT.

COLLABORATION PARTNER PAYMENTS.
- -------------------------------

3.16 HGS and SB shall share [***] any up front contract  execution fees received
     by HGS and/or SB from a COLLABORATION PARTNER under a COLLABORATION PARTNER
     AGREEMENT,  which fees include only: (1) the [***] U.S.  Dollar payment due
     SB and HGS from SP which fee is due and  payable  over a five year  period,
     (2) the [***] U.S.  Dollar  payment  due SB and HGS from Merck which fee is
     due and payable over a five year period,  (3) the [***] U.S. Dollar payment
     due SB and HGS from  Synthelabo  which

                                       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."

     fee is due and  payable  over a five  year  period,  and (4)  similar  fees
     received from another COLLABORATION PARTNER.

Other.
- ------

3.17 With  respect  to any SB  PRODUCT  or HGS  PRODUCT  in any  country  in any
     calendar year, in the event that royalties are paid to a THIRD PARTY on NET
     SALES of such HGS PRODUCT or SB PRODUCT in such  country for such  calendar
     year and the royalties  actually  owed to such THIRD PARTY when  aggregated
     with the royalties owed to HGS or SB as the case may be for such product in
     such country in such calendar year causes the royalty rate on NET SALES for
     such product in such country in such calendar  year to exceed  [***],  then
     one-half of the royalties which are to be actually paid to such THIRD PARTY
     may be credited  against the  royalties due to SB or HGS as the case may be
     for such product in such country in such calendar year until the aggregated
     royalty  rate for such  product in such  country in such  calendar  year is
     reduced to [***] provided  however,  that in no event shall the royalty due
     to SB or HGS as the case may be on such NET SALES in such  year be  reduced
     to less than [***].
3.18 Royalties owed HGS by COLLABORATION  PARTNERS under a COLLABORATION PARTNER
     AGREEMENT shall be paid to and collected by HGS.
3.19.Royalty  obligations on TAKEDA  PRODUCTS sold by SB and HGS PRODUCTS and SB
     PRODUCTS in the SB FIELD and GENE THERAPY  VACCINES,  under this  Agreement
     shall terminate on a country-by-country and product-by-product basis on the
     later of (i) ten (10) years after first country-wide launch of each product
     in each country or (ii) expiration of the SB PATENT,  COLLABORATION PARTNER
     PATENT or HGS  PATENT  which  covers the  making,  using or selling of such
     product in such country.
3.20 Royalty  obligations on HGS PRODUCTs in the HGS FIELD, under this Agreement
     shall terminate on a country-by-country and product-by-product basis on the
     later of (i) ten (10) years after first country-wide launch of each product
     in each  country  or (ii)  expiration  of the SB PATENT  which  covers  the
     making, using or selling of such product in such country.
3.21 Royalty obligations under this Agreement on CORIGHTS PRODUCTS sold by SB or
     a licensee of SB shall terminate when such royalty obligations expire under
     the  relevant   COLLABORATION  PARTNER  AGREEMENT  covering  such  CORIGHTS
     PRODUCT, but in no event sooner than ten (10) years after the first country
     wide

                                       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."

     launch of such  CORIGHTS  PRODUCT in each  country  in which  such  CORIGHT
     PRODUCT is sold by SB.
3.22 Royalty  obligations  under this Agreement with respect to or deriving from
     sales by TAKEDA or its  licensees  (other  than SB or its  licensees)  of a
     TAKEDA  PRODUCT  or SB  PRODUCT  shall  terminate  simultaneously  with the
     termination,  on a  country-by-country  and  product-by-product  basis,  of
     TAKEDA's  obligation to pay royalties on the sale of such TAKEDA PRODUCT or
     SB PRODUCT pursuant to the SB/TAKEDA AGREEMENT.
3.23 If  the  SB   PRODUCT  or  HGS   PRODUCT   sold   comprises   one  or  more
     pharmaceutically active agents or antigens which are not SB PRODUCTS or HGS
     PRODUCTS  respectively,  then the royalty  rates set forth in this  Section
     shall be adjusted by mutual  agreement of the parties  provided  that in no
     event shall such rates exceed those provided for in said Section.
3.24 If the SB PRODUCT sold by SB or a THIRD PARTY authorized by SB is a service
     or a  component  of a  service,  then  SB  shall  pay to HGS a  royalty  in
     accordance  with the  schedule in Paragraph  3.1,  except that such royalty
     rate schedule shall be adjusted by mutual  agreement of the parties if such
     adjustment  is  necessary  to  equitably  reflect  the value of the service
     component  of the product  relative to the value of the  component  derived
     from or based upon HGS TECHNOLOGY or SB  TECHNOLOGY,  but in no event shall
     such royalties exceed those payable under Paragraph 3.1.
3.25 If the HGS PRODUCT sold by HGS or a THIRD PARTY authorized by HGS in the SB
     FIELD or in the HGS FIELD is a service or a  component  of a service,  then
     HGS shall pay to SB a royalty in accordance  with the schedule in Paragraph
     3.8,  except that such  royalty rate  schedule  shall be adjusted by mutual
     agreement  of the parties if such  adjustment  is  necessary  to  equitably
     reflect the value of the service  component of the product  relative to the
     value of the  component  derived  from or based upon HGS  TECHNOLOGY  or SB
     TECHNOLOGY, but in no event shall such royalties exceed those payable under
     Paragraph 3.8.
3.26 Except for SB PRODUCTS,  TAKEDA  PRODUCTS,  and/or  CORIGHTS  PRODUCTS sold
     under the licenses  granted to TAKEDA  under the  SB/TAKEDA  AGREEMENT  and
     licenses granted to a COLLABORATION  PARTNER under a COLLABORATION  PARTNER
     AGREEMENT, for any license granted by SB to a THIRD PARTY for a SB PRODUCT,
     SB  shall  pay to HGS  [***]  of all  OUTLICENSE  FEES  (except  royalties)
     received with respect to

                                       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."

     such SB PRODUCT and  royalties  in  accordance  with Section 3 based on NET
     SALES of such SB PRODUCT by such THIRD PARTY.

3.27 Notwithstanding  anything else in this Section to the contrary, but subject
     to Paragraph  3.7 and 3.10,  for each HGS PRODUCT or SB PRODUCT  which is a
     GENE THERAPY VACCINE, the only payments made under this Section shall be as
     follows:  each party shall pay the other (a) [***] of the  OUTLICENSE  FEES
     paid to it for such product  under a license to a THIRD PARTY for such GENE
     THERAPY VACCINE; and/or (b) [***] of the NET SALES on each product which is
     a GENE THERAPY VACCINE sold by it.

4.   THE RESEARCH COMMITTEE
     ----------------------

4.1  The RC  shall  have  the  duties  and  responsibilities  specified  in this
     Agreement or otherwise  accorded to it by mutual  agreement of the parties.
     The RC shall  meet two (2)  times  during  the year,  at times  and  places
     mutually agreed upon. All RC decisions shall be decided by majority vote of
     all members, including the chair. To constitute a quorum, at least four (4)
     members must be present,  two of whom were appointed by HGS and two of whom
     were  appointed  by SB.  To  constitute  a valid  decision  of the RC,  the
     majority vote must always  include at least one  concurring (1) vote from a
     member  appointed by SB and at least one (1) concurring  vote from a member
     appointed by HGS. Tie votes shall be resolved by senior  management of both
     SB and HGS. Tie votes which cannot be resolved by senior management of both
     companies  shall be  resolved  by binding  arbitration  as  provided in the
     arbitration  agreement  between SB and HGS dated 19 August,  1993 as may be
     amended from time to time.

5.       SEQUENCING
         ----------

5.1  The  parties  acknowledge  that  some of the  sequencing  of GENES had been
     carried out by a THIRD PARTY, The Institute for Genomic Research  ("TIGR"),
     and that neither HGS nor SB controls TIGR or its activities.
5.2  During the INITIAL  RESEARCH TERM,  HGS sequencing  capacity equal to [***]
     automated  DNA  sequencers  (which  capacity  is [***]  sequences  per year
     meeting quality  specifications agreed to by the parties promptly after the
     EFFECTIVE DATE) shall be at the complete  disposal of the RC for sequencing
     GENES.  HGS shall keep the RC regularly and fully informed of the extent of
     the usage  requested  by the RC  relative  to the total  capacity  under RC
     direction. To the extent the full sequencing capacity under RC direction is
     not absorbed by requests from the RC, HGS may use the residual capacity


                                       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."

     for other efforts,  provided,  such other efforts do not impede the efforts
     requested by the RC. All  sequencing  of GENES by HGS or by TIGR during the
     INITIAL  RESEARCH TERM shall be at no expense to SB. HGS retains its rights
     to utilize other sequencing  capacity for any purpose provided that all HGS
     sequencing of GENES or cDNAs shall be subject to this Agreement.
5.3  SB and  HGS  will  meet  during  1996 to  jointly  determine  a  sequencing
     strategy,  which may be amended from time to time, for use of such [***] RC
     dedicated  sequencers  or their  equivalent  capacity  until the end of the
     INITIAL RESEARCH TERM. HGS shall provide adequate staff and reagent to keep
     such [***] RC dedicated  sequencers or their equivalent capacity running at
     capacity  during the  INITIAL  RESEARCH  TERM.  In the event SB and HGS are
     unable to jointly  determine such strategy,  the matter will be referred to
     the RC for  resolution.  Any  tie  vote  on such  matter  will be  resolved
     according to Paragraph  4.1;  provided  however that during the  resolution
     process defined in Paragraph 4.1, the Chair of the RC shall be empowered to
     direct the utilization of the RC directed sequencers, and HGS shall use its
     reasonable  best efforts to carry out such  activities  as are requested by
     the Chair of the RC to this end.
5.4. Fifty percent (50%) of the  sequencing  requirements  of the  COLLABORATION
     PARTNERS  which are  Synthelabo  and Merck will come from the RC sequencing
     capacity of Paragraph 5.2.
5.5  HGS shall use diligent  efforts to complete any sequencing  done under this
     Section   subject  to  timely  receipt  by  HGS  of  directions   regarding
     prioritization and/or cDNA libraries suitable for such sequencing from SB.
5.6  Sequencing  pursuant to Paragraph 5.2 shall include a reasonable  number of
     second walks and clone sequence confirmations requested by SB and/or TAKEDA
     for any reason.  Such reasonable  number shall mean a total of [***] second
     walks  and/or  clone  sequence  confirmations  for which SB  requests  such
     sequence confirmation.
5.7  During the INITIAL RESEARCH TERM, HGS shall maintain its annual  sequencing
     activities  of GENES  and  cDNAs at a level at least  equal to the level of
     such  sequencing  during  the one  year  period  immediately  prior  to the
     EFFECTIVE DATE.
5.8  All ESTs and second walks  sequenced by HGS pursuant to this  Agreement and
     clones developed by HGS containing such sequences shall be owned by HGS and
     shall be HGS TECHNOLOGY under this Agreement.

                                       28

<PAGE>

6.       THERAPEUTIC PROTEINS
         --------------------

6.1  SB,  HGS,  TAKEDA,  and  COLLABORATION  PARTNERS  shall  obtain  rights  in
     accordance with Section 2 of this Agreement,  the SB/TAKEDA  AGREEMENT or a
     COLLABORATION PARTNER AGREEMENT as the case may be to a THERAPEUTIC PROTEIN
     which is a COLLABORATION  PRODUCT,  provided
     (a) as among SB, TAKEDA,  such COLLABORATION  PARTNERS and HGS, such entity
     is the first to submit a dossier as  permitted  under this  Agreement  or a
     COLLABORATION PARTNER AGREEMENT or the SB/TAKEDA AGREEMENT prior to the end
     of the INITIAL RESEARCH TERM,
       (1) which dossier 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 for which (a) in vivo activity
       cannot be demonstrated  after bona fide attempts to do so in at least two
       (2) 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,  such dossier  demonstrates  evidence of in vitro biological
       activity  in at least  one  relevant  cellular  based  assay for any 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 multiple
       concentrations  of the test  substance  in which at least a trend of dose
       related activity is demonstrated.
       (3) The preparation used to demonstrate biological activity shall be:
       (i) a  purified  preparation  in which at least 75% (w/w) of the  protein
       component of the preparation is the THERAPEUTIC PROTEIN; or
       (ii) 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

                                       29

<PAGE>

         preparation of (i) or (ii). Such purified preparation shall be shown to
         have a  biological  activity  which is not  attributable  to  endotoxin
         contamination;
     (b) such  rights  to such  THERAPEUTIC  PROTEIN  have  not been  previously
     granted to SB, TAKEDA,  COLLABORATION PARTNER or HGS in accordance with the
     requirements of this Paragraph 6.1 or under Paragraph 6.3 of this Agreement
     or under a provision comparable to Paragraph 6.1 in the SB/TAKEDA AGREEMENT
     or a COLLABORATION PARTNER AGREEMENT; and
     (c) SB, TAKEDA, a COLLABORATION PARTNER or HGS, as the case may be, submits
     with the dossier a PROTEIN RESEARCH PLAN therefor.
6.2  (a) The RC will  appoint one person from SB and one person from HGS to meet
     within five (5) working  days of the  receipt of a dossier  submitted  by a
     COLLABORATION  PARTNER  (other than SP) or TAKEDA and notify the submitting
     party in writing within ten (10) working days of receipt of such dossier as
     to whether or not such dossier received meets the requirements set forth in
     the COLLABORATION PARTNER AGREEMENT or the SB/TAKEDA AGREEMENT, as the case
     may be,  and if it does  meet such  requirements  and  unless a dispute  is
     pending as set forth in Paragraph  6.2(f) or a comparable  provision of the
     SB/TAKEDA  AGREEMENT or a COLLABORATION  PARTNER  AGREEMENT,  rights to the
     THERAPEUTIC  PROTEIN  which is the subject of such dossier  shall have been
     obtained  by such  submitting  party.  The  failure of HGS or SB to respond
     within  such  period  shall be deemed to be  notification  that the dossier
     meets  the  requirements  set  forth  in the  SB/TAKEDA  AGREEMENT  or such
     COLLABORATION AGREEMENT as the case may be.
     (b) In the case of a dossier  submitted by HGS or SB, HGS or SB as the case
     may be shall  submit the  dossier to the other  party and such other  party
     shall  notify the other in writing  within ten (10) working days of receipt
     of such dossier as to whether or not it meets the requirements of Paragraph
     6.1 and if it does meet such  requirements  and unless a dispute is pending
     as set  forth  in  Paragraph  6.2(f)  ) or a  comparable  provision  of the
     SB/TAKEDA  AGREEMENT or a COLLABORATION  PARTNER  AGREEMENT,  rights to the
     THERAPEUTIC  PROTEIN which is the subject of such dossier shall be obtained
     by such  submitting  party.  The failure of HGS or SB as the case may be to
     respond  within such  period  shall be deemed to be  notification  that the
     dossier meets the requirements of set forth in Paragraph 6.1.

                                       30

<PAGE>

     (c) HGS and/or SB will also notify all other COLLABORATION  PARTNERS (other
     than SP) and TAKEDA in writing  within ten (10) working days of such rights
     to  a  THERAPEUTIC   PROTEIN  being  obtained  by  HGS,  SB,  TAKEDA  or  a
     COLLABORATION  PARTNER and such notification will only include the identity
     of the THERAPEUTIC PROTEIN so claimed by HGS Sequence ID number and not the
     name of the obtaining party. Subject to subparagraph (g) of this Paragraph,
     any  notification  or failure to notify pursuant to this Paragraph is final
     and binding on the parties.
     (d) HGS alone shall receive,  approve and/or reject dossiers  received from
     SP in accordance  with the  applicable  provisions of this  Agreement and a
     COLLABORATION PARTNER AGREEMENT among SP, SB and HGS and in accordance with
     the timelines  and  procedures  in this  Paragraph  and in a  COLLABORATION
     PARTNER AGREEMENT among SP, SB and HGS. In the event that SB is notified by
     HGS that a  COLLABORATION  PARTNER has been granted rights to a THERAPEUTIC
     PROTEIN under a COLLABORATION  PARTNER  AGREEMENT,  such notification shall
     also include a  certification  on behalf of HGS, signed by a senior officer
     of HGS,  that such dossier met all of the  requirements  of the  applicable
     provisions in such COLLABORATION PARTNER AGREEMENT.
     (e) Any written  notification by HGS pursuant to this Paragraph 6.2 that SP
     has been granted rights to a THERAPEUTIC PROTEIN shall be binding on SB and
     HGS.
     (f) Following the receipt of any written notification pursuant to Paragraph
     6.2 by HGS or SB that a  dossier  submitted  by SB or HGS does not meet the
     requirements  of  Paragraph  6.1,  the  parties  shall meet within ten (10)
     working  days to discuss  such  notification.  If the parties are unable to
     agree  that  such  dossier  does not meet the  data  and/or  RESEARCH  PLAN
     requirements  of Paragraph  6.1 within ten (10) working  days,  the parties
     shall  immediately  submit such  dossier to a neutral  expert  qualified to
     determine  whether or not such dossier meets such requirements of Paragraph
     6.1. If such dispute is not resolved  within twenty (20) days,  then either
     party  shall have the right to submit such  dispute to binding  arbitration
     under Paragraph 27.
     (g)  While a  dispute  is  pending  as to  whether  SB,  HGS,  TAKEDA  or a
     COLLABORATION  PARTNER is entitled  to  exclusive  rights to a  THERAPEUTIC
     PROTEIN,  all dossiers  submitted to HGS and SB under this  Agreement,  the
     SB/TAKEDA  AGREEMENT and a COLLABORATION  PARTNER AGREEMENT directed to the
     same
                                       31

<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."

     THERAPEUTIC  PROTEIN shall be dated, held and no rights shall be granted to
     such  THERAPEUTIC  PROTEIN  pending  resolution  of  the  dispute  to  such
     THERAPEUTIC PROTEIN..
6.3  (a) The following six (6)  THERAPEUTIC  PROTEINS are hereby declared as HGS
     PRODUCTS  and HGS  shall  have  rights  to such  products  as if they  were
     obtained pursuant to Paragraph 6.1:

     Name                               HGS Sequence ID
     --------------------------------------------------
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]

     (b) The following six (6)  THERAPEUTIC  PROTEINS are hereby  declared as SB
PRODUCTS  and SB shall have  rights to such  products  as if they were  obtained
pursuant to Paragraph 6.1:
     Name                               HGS Sequence ID
     --------------------------------------------------
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]
     [***]                              [***]

     (c) SP may obtain  rights to [***] THERAPEUTIC   PROTEINS   pursuant  to  a
     COLLABORATION  PARTNER  AGREEMENT  among SB, HGS and SP without meeting the
     data requirements of Paragraph 6.1(a).
6.4  It is understood  that any sequence ID number used under this  Agreement is
     for  identification  purposes  only  and  that all  clones,  sequences  and
     polypeptides  associated with any and all THERAPEUTIC  PROTEINS as to which
     rights are obtained under this Section, shall include muteins and fragments
     thereof.
6.5  (a) During the INITIAL  RESEARCH  TERM,  HGS shall have the right to obtain
     rights pursuant to Paragraph 6.1 to THERAPEUTIC PROTEINS as HGS PRODUCTS as
     follows: 
     (i) For each  THERAPEUTIC  PROTEIN  as to which HGS  grants a license  to a
     THIRD  PARTY  pursuant  to  Paragraph  2.12,  HGS may obtain  rights  under
     Paragraph 6.1 to one additional THERAPEUTIC PROTEIN;
     (ii) For each  THERAPEUTIC  PROTEIN  as to which HGS  initiates  a CLINICAL
     STUDY,  HGS  may  obtain  rights  under  Paragraph  6.1 to  one  additional
     THERAPEUTIC PROTEIN; and

                                       32

<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."

     (iii) For each  THERAPEUTIC  PROTEIN as to which HGS  surrenders in writing
     its exclusive rights thereto (excluding those in subparagraph 6.5 (b)), HGS
     may obtain rights under Paragraph 6.1 to an additional THERAPEUTIC PROTEIN.
     (b) It is expressly  understood  and agreed that HGS hereby  surrenders any
     rights it had with  respect to  THERAPEUTIC  PROTEINS  which had become HGS
     PRODUCTS  in the SB FIELD prior to the  EFFECTIVE  DATE other than those in
     Paragraph  6.3.
     (c) During the INITIAL  RESEARCH  TERM,  HGS may not obtain  rights to more
     than  [***])  THERAPEUTIC   PROTEINS  pursuant  to  Paragraph  6.1  in  any
     rolling twelve month period beginning with the EFFECTIVE DATE.
6.6  Neither  party shall have any  liability to the other party with respect to
     any  decisions  made with respect to rights to a  THERAPEUTIC  PROTEIN made
     under this  section  unless there has been  willful  misconduct  by a party
     concerning such decision.

7.   OTHER COLLABORATION PRODUCTS
     ----------------------------

7.1 (a)A DRUG RESEARCH PLAN and/or ANTIBODY  RESEARCH PLAN may only be submitted
     to the RC by SB during the INITIAL  RESEARCH TERM; or in the case of a DRUG
     RESEARCH PLAN, also during RESEARCH TERM EXTENSIONS.
     (b) A PROTEIN  RESEARCH  PLAN may only be  submitted  to the RC during  the
     INITIAL  RESEARCH TERM and only in accordance  with Section 6. Such PROTEIN
     RESEARCH PLAN shall be deemed to also be an ANTIBODY RESEARCH PLAN.
     (c) SB agrees that without first  submitting to the RC a DRUG RESEARCH PLAN
     (i) during the INITIAL  RESEARCH  TERM SB will not  initiate  screening  to
     evaluate  multiple  chemical  entities for activity or a formal  program of
     rational  drug design  with  respect to a TARGET  which is a  COLLABORATION
     PRODUCT;  and (ii) during  RESEARCH TERM  EXTENSIONS,  SB will not initiate
     screening to evaluate  multiple  chemical entities for activity or a formal
     program  of  rational  drug  design  with  respect  to a TARGET  which is a
     COLLABORATION PRODUCT.
     (d) Except as provided in Paragraphs  7.2 and 7.3, a DRUG RESEARCH PLAN may
     not be submitted to the RC by HGS prior to June 30, 1999;
     (e) During the INITIAL  RESEARCH TERM, HGS agrees that it will not initiate
     screening to evaluate  multiple  chemical entities for activity or a formal
     program of  rational  drug design with  respect to a TARGET  without  first
     submitting to the RC a DRUG RESEARCH PLAN.

                                       33
<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."

     (f) SB and HGS each agree that during the INITIAL  RESEARCH TERM, they will
     not conduct  dedicated  activities  for the discovery of ANTIBODY  PRODUCTS
     which are  COLLABORATION  PRODUCTS  without  first  submitting  an ANTIBODY
     RESEARCH PLAN therefor.
     (g) During the INITIAL  RESEARCH  TERM,  HGS agrees that it shall submit no
     more than [***] ANTIBODY RESEARCH PLANS per year under this Agreement.
7.2  SB or HGS (or HGS on behalf of its licensees)  shall obtain rights pursuant
     to  Paragraphs  2.6,  2.8 and  2.11  to GENE  THERAPY  VACCINES  which  are
     COLLABORATION PRODUCTS, provided that SB or HGS, as the case may be, is the
     first to  submit  a  dossier  to the  other  party  prior to the end of the
     INITIAL  RESEARCH  TERM which,  demonstrates  a biological  activity  which
     activity  included  evidence of in vivo  induction  of an antigen  specific
     humoral and/or cellular immune system response, and
     (i) exclusive  rights to the GENE THERAPY  VACCINE have not been previously
     granted to SB, HGS or a licensee of HGS, and
     (ii) the dossier includes a DRUG RESEARCH PLAN therefor.
7.3  HGS or SB shall  submit  dossiers  pursuant to  Paragraph  7.2 to the other
     party and such party  shall  notify  the other in  writing  within ten (10)
     working  days of receipt of such  dossier as to whether or not it meets the
     requirements of Paragraph 7.2 and if it does meet such requirements, rights
     to the GENE THERAPY VACCINE which is the subject of such dossier shall have
     been obtained by such submitting party. The failure of HGS or SB to respond
     within  such  period  shall be deemed to be  notification  that the dossier
     meets the  requirements of set forth in Paragraph 7.2. Subject to Paragraph
     7.4, any  notification  or failure to notify  pursuant to this Paragraph is
     final and binding on the parties.
7.4  Following the receipt of any written notification pursuant to Paragraph 7.3
     by HGS or SB that a  dossier  submitted  by SB or HGS  does  not  meet  the
     requirements  of  Paragraph  7.2,  the  parties  shall meet within ten (10)
     working  days to discuss  such  notification.  If the parties are unable to
     agree that such dossier  does not meet the  requirements  of Paragraph  7.2
     within ten (10) working  days,  the parties shall  immediately  submit such
     dossier to a neutral  expert  qualified  to  determine  whether or not such
     dossier  meets the  requirements  of Paragraph  7.2. If such dispute is not
     resolved within twenty (20) days, then either party shall have the right to
     submit such dispute to binding  arbitration  under  Paragraph 27. Until any
     dispute is resolved with respect to a GENE THERAPY VACCINE for which SB, or
     HGS is the

                                       34
<PAGE>

     first to submit a dossier, no rights shall be obtained with respect to such
     GENE THERAPY VACCINE pursuant to Paragraph 7.2.
7.5  HGS agrees that during the INITIAL  RESEARCH  TERM  licensees of HGS cannot
     obtain  exclusive  rights to GENE THERAPY  VACCINES  other than through the
     procedure as set forth in Paragraph 7.2.

8.   RESEARCH MATTERS
     ----------------

8.1  Human  sequence data  generated  during the INITIAL  RESEARCH TERM shall be
     electronically  transferred  to SB  as  near  to  simultaneously  upon  HGS
     obtaining such data as reasonably possible and shall be stored by HGS in an
     electronic  database having  appropriate  database  encryption and security
     provisions,  in a manner specified by the RC. The electronic database shall
     provide the capability of transferring  the data directly to a database for
     patent application  filings.  In addition to electronic storage of sequence
     data,  physical  samples of all cDNAs will be deposited  in a manner,  with
     consistent archival coding parameters,  and in a location designated by the
     RC. An inventory of the depository  shall be stored in electronic  form and
     made  accessible  to SB. HGS and SB shall each  establish  and/or  maintain
     respective   standard  operating   procedures  for  the  documentation  and
     archiving  of  original   laboratory   notebooks  and  other  data  sources
     sufficient to support  examination of patent applications and/or litigation
     using criteria jointly agreed upon by the parties.  All data electronically
     stored  by HGS  shall  conform  to  security  and  data  format  provisions
     specified by the RC.
8.2  The sequencing carried out under this Agreement during the INITIAL RESEARCH
     TERM shall be performed in accordance with sequencing and quality assurance
     procedures and specifications set by the RC. The RC shall determine whether
     or not sequence  data  provided to SB were  generated  and are otherwise in
     compliance  with  such  procedures  and  specifications.  Unless  otherwise
     requested by the RC, ESTs provided after September 1, 1993 shall be derived
     from the 5' end of the cDNAs.
8.3  The RC shall have a reasonable period of time following  transfer to the RC
     and SB of sequence  data from HGS within which to determine if the sequence
     data meet the criteria  established  by the RC. If the RC  determines  that
     sequence data do not meet the criteria, then HGS shall use its best efforts
     to cure the defects.  Such  sequence  data shall  nevertheless  be included
     within HGS SPECIAL  TECHNOLOGY  and can be used by SB in the same manner as
     acceptable sequence data.
8.4  During the  INITIAL  RESEARCH  TERM,  HGS shall  provide SB and the RC with
     yeast gene sequence (S.  cerevisiae) and function

                                       35
<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."

     information  which  is or  becomes  known to HGS,  but  only to  facilitate
     decision-making,  and otherwise to advance research and development,  under
     this Agreement.
8.5  During  the  INITIAL  RESEARCH  TERM,  at  the  request  of  the  RC and as
     prioritized  by the RC, HGS agrees to  sequence  and  provide to SB partial
     cDNA  sequences  of  animal  genes  from  libraries  prepared  by SB  which
     sequencing is to be performed  using the sequencing  capacity  specified in
     Section 5 hereof. Such partial cDNA sequences of animal genes shall be used
     by SB only to facilitate  decision making and otherwise to advance research
     under this Agreement.
8.6  The INITIAL RESEARCH TERM may be extended by SB as RESEARCH TERM EXTENSIONS
     for up to 5 additional  years on a year-by-year  basis by written notice to
     HGS 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 a payment of [***] for each
     additional year.

9.   PRODUCT DEVELOPMENT
     -------------------

9.1  SB shall have full control and authority over development, registration and
     commercialization  of SB  PRODUCT,  including  SB  PRODUCT  which  HGS  has
     indicated it intends to co-promote  with SB as provided in this  Agreement.
9.2  As between the parties to this  Agreement,  SB shall also have full control
     and authority over the development,  registration and  commercialization of
     SB PRODUCTS  in the SB FIELD in  SOUTHEAST  ASIA and of TAKEDA  PRODUCT and
     CO-RIGHTS  PRODUCT  elsewhere  in  the  world,  and SB  may  delegate  such
     responsibilities in whole or in part to its licensees.
9.3  Each party  shall keep the other  informed  of  progress  of its efforts to
     develop and commercialize  royalty bearing SB PRODUCT or HGS PRODUCT.  Each
     party  shall  keep the  other  party  informed  of its,  and its  licensees
     progress to develop and  commercialize  royalty  bearing SB PRODUCTS or HGS
     PRODUCTS  as the  case  may be.  SB shall  keep  HGS  informed  of SB's and
     TAKEDA's  progress  to develop and  commercialize  royalty  bearing  TAKEDA
     PRODUCTS.
9.4  SB shall use its diligent efforts to develop,  market,  promote and sell SB
     PRODUCT  as to which SB  obtains  rights  under  Section  6 and  Section  7
     equivalent  to those  efforts it uses with  respect to  products of similar
     value and  status,  subject to SB's right to  terminate  such  efforts  and
     surrender such rights in and to such product.
9.5  HGS shall use its diligent efforts to develop, promote and sell HGS PRODUCT
     as to which HGS obtains  rights to under Section 6 and Section 7 equivalent
     to those  efforts it uses with  respect to  products  of similar  value and
     status, subject to HGS's right to terminate such efforts and surrender such
     exclusive rights in and to such product

                                       36
<PAGE>

9.6  After the  RESEARCH  TERM,  each of HGS and SB shall use  diligent  efforts
     screen for DRUG PRODUCTS pursuant to any DRUG RESEARCH PLAN submitted by SB
     or HGS as the case may be prior  to the end of the  INITIAL  RESEARCH  TERM
     and/or  RESEARCH  TERM  EXTENSIONS  equivalent  to those efforts it uses to
     develop  and screen  its other  proprietary  targets  of similar  value and
     status.
9.7  Within  sixty (60) days  after the end of each  calendar  year,  SB and HGS
     shall provide to each other in writing  annual reports with respect to work
     performed by or for it under  RESEARCH PLANS which shall consist of updates
     to RESEARCH PLANS substantially in the form of the APPENDICES A, C, and D.
9.8  SB and HGS  shall  not  use any  information  or  data  in  RESEARCH  PLANS
     submitted  by the  other,  other  than  information  which  is HGS  SPECIAL
     TECHNOLOGY  and SPECIAL SB TECHNOLOGY as specified in section 1, 2 and 3 of
     a RESEARCH PLAN.

10.      CO-PROMOTION/CORIGHTS
         ---------------------

10.1.For each SB PRODUCT  which is to be sold by SB (but not licensees of SB) in
     the United  States,  Canada,  Mexico or a country in Europe,  SB shall give
     prompt   notice  to  HGS  of   acceptance   by  the  U.S.   Food  and  Drug
     Administration,  or like  agency of such  country,  of an  application  for
     approval to sell SB PRODUCT under 21 U.S.C.  355, or like law or regulation
     of the U.S. or such  country.  HGS may  exercise  its option to  co-promote
     under Paragraph  2.16(c) in such country on a  country-by-country  basis by
     giving  written  notice  thereof to SB within sixty (60) days of receipt of
     each such notice of acceptance. In this event, the parties shall enter into
     a  definitive  co-promotion  agreement  which shall set forth all terms and
     conditions for the co-promotion  and which shall  incorporate the following
     principles, to the extent legally permissible.
         (i)      SB shall be solely responsible for pricing.
         (ii) HGS and SB will co-promote a single brand of the SB PRODUCT in one
     or more of the United States,  Canada, Mexico and Europe (the "Co-promotion
     Territory"), using a trademark selected and controlled by SB.
         (iii)  A   Marketing   Committee   will  be  formed   composed   of  SB
     representatives  and two  representatives  of HGS. The Marketing 

                                       37
<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."

     Committee  shall make all  decisions on sales,  marketing,  promotion,  and
     advertising,  including the target prescribers whom HGS will detail and the
     number  and  manner  of  details.  The  Marketing  Committee  will  also be
     responsible  for approving in advance all marketing,  selling and promotion
     expenses.  SB shall chair the Marketing  Committee and shall make all final
     decision thereof.
         (iv) HGS will have the right to  provide  [***]  and shall  provide  at
     least  [***],  of  the  total  promotion  effort in each  country  where it
     co-promotes.
         (v) HGS will  receive a  percentage  of the  OPERATING  PROFITS  in the
     countries  where  HGS  co-promotes  from the  sales of the  co-promoted  SB
     PRODUCT which  percentage shall be equal to the percentage of the promotion
     effort  provided  by HGS,  but  shall  not  exceed  [***] of the  OPERATING
     PROFITS.
         (vi) HGS's name will appear on the SB PRODUCT  packaging or promotional
     materials as decided by the Marketing Committee.
         (vii) HGS shall use only SB promotional materials and SB samples in its
     co-promotion  activities,  as approved by the  Marketing  Committee  and in
     accordance with all relevant laws, regulations and accepted practices.  The
     costs of such materials and samples shall be included within SB's aggregate
     marketing and promotion expenses.
         (viii) HGS shall have the right to  transfer  this  co-promotion  right
     only in connection  with a transfer of all of HGS's rights and  obligations
     under this Agreement to another single entity.
10.2.For  each HGS  PRODUCT  which  is to be sold by HGS in the HGS  FIELD,  HGS
     shall give  prompt  notice to SB of  acceptance  by the U.S.  Food and Drug
     Administration,  or like agency of another  country,  of an application for
     approval to sell HGS PRODUCT under 21 U.S.C. 355, or like law or regulation
     of the U.S. or another  country.  SB may exercise its option to  co-promote
     under  Paragraph  2.16(a) on a  country-by-country  basis by giving written
     notice  thereof to SB within sixty (60) days of receipt of each such notice
     of  acceptance.  In this event,  the parties  shall enter into a definitive
     co-promotion  agreement  which shall set forth all terms and conditions for
     the co-promotion and which shall incorporate the following  principles,  to
     the extent legally permissible.
         (i) HGS shall be solely responsible for pricing.
         (ii) SB and HGS will  co-promote  a single  brand of the HGS PRODUCT in
     one or more countries in the TERRITORY.
         (iii)  A   Marketing   Committee   will  be  formed   composed  of  HGS
     representatives  and two  representatives  of SB. The  Marketing  Committee
     shall make all decisions on sales, marketing,  promotion,

                                       38
<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 advertising,  including the target  prescribers whom SB will detail and
     the number and manner of  details.  The  Marketing  Committee  will also be
     responsible  for approving in advance all marketing,  selling and promotion
     expenses.  HGS shall chair the Marketing Committee and shall make all final
     decision thereof.
         (iv) SB will have the right to  provide  [***]),  and shall  provide at
     least  [***],  of the  total  promotion  effort  in each  country  where it
     co-promotes.
         (v) SB will  receive  a  percentage  of the  OPERATING  PROFITS  in the
     countries  where SB  co-promotes  from the  sales  of the  co-promoted  HGS
     PRODUCT which  percentage shall be equal to the percentage of the promotion
     effort provided by SB, but shall not exceed [***] of the OPERATING PROFITS.
         (vi) SB's name will appear on the HGS PRODUCT  packaging or promotional
     materials as decided by the Marketing Committee.
         (vii) SB shall use only HGS  promotional  materials  and HGS samples in
     its co-promotion activities,  as approved by the Marketing Committee and in
     accordance with all relevant laws, regulations and accepted practices.  The
     costs  of such  materials  and  samples  shall  be  included  within  HGS's
     aggregate marketing and promotion expenses.
         (viii) SB shall have the right to transfer this co-promotion right only
     in connection with a transfer of all of SB's rights and  obligations  under
     this Agreement to another single entity.
10.3.(a) SB may exercise its option granted pursuant to Paragraph 2.16(b) to the
     following  HGS  PRODUCTS in each country for which HGS has not licensed all
     of its  marketing  rights in and to such  product to a THIRD PARTY prior to
     completion of Phase II(a) CLINICAL STUDIES conducted by or on behalf of HGS
     for such HGS PRODUCT:
(i)  THERAPEUTIC  PROTEINS to which HGS obtains  rights to under Section 6 where
     such HGS PRODUCT has  completed  Phase II(a) in the United  States prior to
     April 30, 2005; and
(ii) DRUG  PRODUCTS  or  ANTIBODY  PRODUCTS  DISCOVERED  prior to the end of the
     INITIAL  RESEARCH  TERM (other than DRUG  PRODUCTS or ANTIBODY  PRODUCTS in
     subparagraph  (iii)) which HGS PRODUCTS have  completed  Phase II(a) in the
     United States prior to June 30, 2005; and
(iii)DRUG PRODUCTS which resulted from a TARGET which TARGET is a  COLLABORATION
     PRODUCT and also the subject of a DRUG RESEARCH  PLAN or ANTIBODY  RESEARCH
     PLAN submitted by SB,  provided the DRUG PRODUCT is DISCOVERED by HGS prior
     to the period  ending four (4) years after the end of the INITIAL  RESEARCH
     TERM; and

                                       39
<PAGE>

(iv) ANTIBODY   PRODUCTS  which  resulted  from  a  TARGET  which  TARGET  is  a
     COLLABORATION  PRODUCT  and also the  subject of a ANTIBODY  RESEARCH  PLAN
     submitted by SB prior to the submission by HGS of an ANTIBODY RESEARCH PLAN
     directed to such TARGET, provided the ANTIBODY PRODUCT is DISCOVERED by HGS
     prior to the  period  ending  four (4) years  after the end of the  INITIAL
     RESEARCH TERM:  all pursuant to an agreement  which shall set forth all the
     terms  and  conditions  for such  rights  and  incorporates  the  following
     principal terms:
         (1)  SB and HGS will  share  equally  in the Phase  III/IV  development
              costs of such HGS PRODUCT;
         (2)  SB and HGS will share equally in the sales and marketing  expenses
              of such HGS PRODUCT;
         (3)  SB and HGS will share equally in the OPERATING PROFIT for such HGS
              PRODUCT;
         (4)  SB shall owe HGS no license  fees or  milestone  payments or other
              such fees.

     (b) This option shall not apply to any HGS PRODUCTS  which are  THERAPEUTIC
     PROTEINS  as to which SP has  exercised  its  option  to  market,  promote,
     co-market and/or co-promote under a COLLABORATION PARTNER AGREEMENT, nor in
     Japan to any HGS PRODUCT  which is subject to an  un-exercised  (but not an
     option  rejected by TAKEDA)  option right or to a license to TAKEDA granted
     pursuant to the HGS/TAKEDA Option and License Agreement dated June 12,1995.
     (c) HGS shall notify SB in writing within thirty (30) days of when each HGS
     PRODUCT  subject to  subparagraphs  (a)(i) and (a)(ii) has  competed  Phase
     II(a) in the  United  States  prior to April  30,  2005;  and when each HGS
     PRODUCT  subject to  subparagraph  (a)(iii) has competed Phase II(a) in the
     United States. Such notice shall include the principal terms and conditions
     stated above for SB to exercise  its option to such HGS  PRODUCT.  If SB is
     offered the option and does not accept the option in writing  within  sixty
     (60) days after  receipt of written  notice by HGS under this  subparagraph
     (c),  SB shall no longer have any rights  thereto  and no royalty  shall be
     payable by HGS to SB for such HGS  PRODUCT. 
     (d) In the event SB would have been  extended  an option to an HGS  PRODUCT
     but for the fact that Phase II(a) CLINICAL STUDIES were not conducted by or
     on behalf of HGS,  and where HGS  begins  selling  such HGS  PRODUCT in any
     country,  SB shall  have an option  pursuant  to 2.16 (b) and if SB accepts
     such option and enters into an agreement

                                       40
<PAGE>


     pursuant to this Paragraph 10.3, SB and HGS shall enter into such agreement
     which shall include the terms in Paragraph 10.3(a)(2)-(4) and shall provide
     for SB to reimburse HGS in an amount equal to half of HGS's expenses in the
     Phase  III/IV  development  costs  of such  HGS  PRODUCT  for the  relevant
     country.  In the  event  that HGS has to  purchase  back  rights  to an HGS
     PRODUCT in order to sell such HGS PRODUCT,  then SB and HGS shall negotiate
     an appropriate allocation of such purchase cost.

11.  HGS RIGHT TO MANUFACTURE
     ------------------------

11.1.SB shall retain the right to make all preclinical,  clinical and commercial
     supplies of any SB PRODUCT sold by SB or by THIRD PARTIES  authorized by SB
     which may be required  during and after the  expiration of this  Agreement.
     However, in the event that SB decides, at its sole discretion,  to have any
     quantity of preclinical,  clinical and/or  commercial  supplies of any such
     THERAPEUTIC  PROTEIN which is an SB PRODUCT made by an entity other than SB
     during the term of this  Agreement,  SB shall  give HGS the first  right to
     supply such  quantity  subject to all terms of an agreement  which shall be
     negotiated in good faith by the parties and which  agreement  shall include
     that HGS shall be required to meet all of SB's  reasonable  cost,  quality,
     quantity and performance requirements;  provided,  however, that such first
     right shall be subject to and shall not conflict  with the rights of TAKEDA
     to make and have made SB PRODUCT under the SB/TAKEDA AGREEMENT.  If HGS and
     SB do not reach such agreement within a reasonable  period of time in light
     of the circumstances,  or if HGS is unable to satisfy SB's reasonable cost,
     quality, quantity and performance requirements, then HGS's rights hereunder
     shall  terminate and SB shall be free to have the SB PRODUCT  supplied from
     another source.

12.  EXCHANGE OF INFORMATION AND CONFIDENTIALITY
- ---  -------------------------------------------

12.1.(a) Promptly after the EFFECTIVE  DATE, HGS shall disclose and supply to SB
     all HGS SPECIAL  TECHNOLOGY  which HGS has not previously  disclosed to SB.
     Thereafter,  HGS  shall  promptly  and  fully  disclose  to SB any  and all
     information  which is HGS  SPECIAL  TECHNOLOGY,  provided  that HGS SPECIAL
     TECHNOLOGY that are clones,  cell lines and vectors shall be provided to SB
     as reasonably requested by SB and as they are reasonably available to HGS.
     (b) Notwithstanding  Paragraph 12.1(a), after the EFFECTIVE DATE, HGS shall
     not be required to transfer to SB sequence data  consisting of second walks
     and full length  sequences not  requested by

                                       41
<PAGE>

     SB  or  biological   information   each  only  with  respect  to  potential
     THERAPEUTIC  PROTEINS  which  HGS in  good  faith  intends  to  study  as a
     THERAPEUTIC  PROTEIN , until HGS obtains rights to such THERAPEUTIC PROTEIN
     pursuant to Section 6.
     (c)  Notwithstanding  subparagraph  (b) HGS  shall  promptly  disclose  the
     results of research under  material  transfer  agreements  (MTAs) listed in
     Appendix E and all other MTAs HGS has  entered  into or enters  into during
     the period  ending at the end of the INITIAL  RESEARCH TERM with respect to
     TARGETS which are COLLABORATION PRODUCTS, provided that SB may not use such
     results to meet the  requirement of Paragraph  6.1(a)(i) for more that four
     (4) THERAPEUTIC PROTEINS per year.
     (d) Promptly  after the EFFECTIVE DATE SB shall disclose to HGS all SPECIAL
     SB  TECHNOLOGY  in  existence as of the  EFFECTIVE  DATE to the extent such
     SPECIAL SB TECHNOLOGY has not already been transferred to HGS.
12.2.During  the term of this  Agreement  and  thereafter,  irrespective  of any
     termination earlier than the expiration of the term of this Agreement,  HGS
     and SB shall not use or reveal or disclose to THIRD PARTIES any information
     or materials  received from the other party,  without  first  obtaining the
     written  consent  of such  other  party  or the  RC,  except  as  permitted
     hereunder.  This  confidentiality and non-use obligation shall not apply to
     disclosures  to or uses by TAKEDA  pursuant to the  SB/TAKEDA  AGREEMENT or
     disclosures to or uses by COLLABORATION  PARTNERS pursuant to COLLABORATION
     PARTNER  AGREEMENTS.  Unless  otherwise  restricted by this Agreement,  the
     confidentiality  and non-use  provisions of this  Paragraph  12.2 shall not
     apply to such information which
         (i)  was known to the receiving  party or generally known to the public
              prior to its disclosure hereunder;
         (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 or bona fide legal  process to be  disclosed,
              provided that the party required to make the disclosure  takes all
              reasonable steps to restrict and maintain  confidentiality of such
              disclosure and provides  reasonable  notice to the party providing
              the information and/or materials;
         (v)  is approved for release by the parties, or
         (vi) is independently  developed by employees or agents of either party
              or their respective parent  corporation or their

                                       42

<PAGE>



     AFFILIATES  and/or  subsidiaries  without any knowledge of the  information
     and/or materials provided by the other party.
12.3.(a) Nothing  in Paragraph  12.2  shall be  construed as  preventing  either
     party from  disclosing  any  information  to an AFFILIATE or to a licensee,
     distributor  or joint venture or other  associated  company of either party
     for the  purpose  of  developing  or  commercializing  SB  PRODUCT,  TAKEDA
     PRODUCT,  CORIGHTS  PRODUCT or HGS PRODUCT as permitted by this  Agreement,
     provided such  AFFILIATE,  licensee,  distributor or joint venture or other
     associated  company has undertaken a similar  obligation of confidentiality
     and non-use with respect to the confidential information. 
     (b) In the event  that SB intends  to  transfer  or  disclose  HGS  SPECIAL
     TECHNOLOGY  or SB  TECHNOLOGY  to a  THIRD  PARTY  collaborator  that  is a
     not-for-profit  entity (and/or an investigator working for a not-for-profit
     entity) no such  transfer or  disclosure  shall take place until such THIRD
     PARTY enters into an agreement  with SB by which SB is granted a license to
     all inventions and patent rights based thereon which result from the use of
     such  technology.  To the extent any such invention would be HGS TECHNOLOGY
     or SB  TECHNOLOGY  if invented or  discovered  by SB and/or HGS,  then such
     invention  shall  be HGS  TECHNOLOGY  or SB  TECHNOLOGY  as the case may be
     subject to the terms and conditions of this  Agreement.  HGS agrees that SB
     may enter into  agreements  pursuant to this  Paragraph  using an Agreement
     substantially  in the  form  of  MTAs  used  by SB  and/or  HGS  under  the
     COLLABORATION AGREEMENT.
     (c) Either party may disclose HGS  TECHNOLOGY  and SB TECHNOLOGY to a THIRD
     PARTY  contractors  or  collaborators  to  facilitate or carry out research
     activities under this Agreement provided that such THIRD PARTIES enter into
     an  agreement  with such party which  contains  confidentiality  provisions
     substantially  the same as those set forth herein and which  provides  that
     all rights in inventions  and which result from the use of such  technology
     by the THIRD PARTY shall be owned by HGS or SB or  exclusively  licensed to
     HGS or SB as the case may be with a right to grant licenses.  To the extent
     any such invention or discovery would be HGS TECHNOLOGY or SB TECHNOLOGY if
     invented or discovered  by SB and/or HGS, then such  invention or discovery
     shall be HGS  TECHNOLOGY or SB TECHNOLOGY as the case may be subject to the
     terms and conditions of this Agreement.
12.4.All  confidential  information  disclosed  by one party to the other  shall
     remain the intellectual property of the disclosing party. In the


                                       43
<PAGE>


     event that a court or other legal or administrative  tribunal,  directly or
     through an  appointed  master,  trustee  or  receiver,  assumes  partial or
     complete  control over the assets of a party to this Agreement based on the
     insolvency  or bankruptcy  of such party,  the bankrupt or insolvent  party
     shall  promptly  notify the court or other  tribunal (i) that  confidential
     information  received from the other party under this Agreement remains the
     property  of the other  party and (ii) of the  confidentiality  obligations
     under this Agreement.  In addition,  the bankrupt or insolvent party shall,
     to the extent  permitted by law,  take all steps  necessary or desirable to
     maintain the confidentiality of the other party's confidential  information
     and to insure that the court,  other  tribunal or appointee  maintains such
     information in confidence in accordance with the terms of this Agreement.
12.5.No public  announcement  concerning  (i) the  existence of or terms of this
     Agreement (ii) research  and/or  discoveries  made by SB, (iii)  milestones
     achieved by SB, and (iv) exercise of SB of rights and options granted under
     this Agreement shall be made,  either directly or indirectly,  by any party
     to this  Agreement  without  prior  written  notice to the other party 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 party and agreement upon
     the nature and text of such  announcement.  The party  desiring to make any
     such  public  announcement  shall  inform the other  party of the  proposed
     announcement  or disclosure in reasonably  sufficient  time prior to public
     release,  and shall provide the other party with a written copy thereof, in
     order to allow  such  other  party to  comment  upon such  announcement  or
     disclosure.  This  Paragraph  12.5 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.
12.6.Without the prior written  approval of the other party,  neither SB nor HGS
     shall submit for written or oral  publication any  manuscript,  abstract or
     the like which is directed to TARGETS and/or to a THERAPEUTIC  PROTEIN each
     of which is a  COLLABORATION  PRODUCT  prior to the earlier of (1) eighteen
     (18) months  after SB or HGS, as the case may be, files an SB PATENT or HGS
     PATENT, as the case may be, which claims such TARGET or THERAPEUTIC PROTEIN
     (but  not  including  EST  omnibus  filings)  or  (2)  with  respect  to  a
     THERAPEUTIC PROTEIN which is a COLLABORATION  PRODUCT, the date on which SB
     or HGS,  as the case may be,  obtains  rights to such  THERAPEUTIC  PROTEIN
     pursuant  to Section 6, or (3)


                                       44
<PAGE>

     the  publication in a printed  publication,  other than through a breach of
     this  Agreement,   of  such  TARGET  or  THERAPEUTIC  PROTEIN  and  related
     information to be submitted in such written or oral  publication;  provided
     that once a party obtains rights to such  THERAPEUTIC  PROTEIN  pursuant to
     Section 6, the other party shall have no rights under this  Paragraph  with
     respect to such THERAPEUTIC PROTEIN.  During the INITIAL RESEARCH TERM, HGS
     shall  provide SB and SB shall  provide HGS with all proposed  publications
     that  include  HGS  TECHNOLOGY  or SB  TECHNOLOGY  received  pursuant  to a
     collaboration with a not-for-profit entity prior to its publication.
12.7.For the avoidance of doubt,  nothing in this  Agreement  shall be construed
     as preventing or in any way  inhibiting  either 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.
12.8.During the term of this  Agreement,  each party shall  promptly  inform the
     other party of any  information  that it obtains or develops  regarding the
     utility and safety of a COLLABORATION PRODUCT. Prior to initiating clinical
     studies in human  patients or  volunteers  with any  COLLABORATION  PRODUCT
     which will be manufactured,  sold,  promoted or marketed by both parties in
     the same or in different countries anywhere in the world, the parties shall
     first agree on methods and  procedures  for notifying each other of adverse
     drug  experiences  within such time  periods and in such form and manner as
     are  necessary  or  appropriate  in order for each party to comply with its
     standard  practices and procedures for recording  adverse drug  experiences
     and for  reporting  adverse  drug  experiences  to  appropriate  regulatory
     authorities.
12.9.Any  materials  provided  by one party to the other  under  this  Agreement
     shall be subject to the  confidentiality  and non-use provisions set out in
     this  Section.  All such  materials  shall be used in  compliance  with all
     applicable  laws  and  regulations.  SB and HGS each  certifies  that it is
     regularly  engaged in conducting tests in vitro or in animals used only for
     laboratory  research  purposes,  that all materials which SB or HGS receive
     under this  Agreement  will actually be used for these  purposes  only, and
     that no animal  used for such tests

                                       45
<PAGE>

     will be used for any food purposes or kept as a domestic pet or livestock.
12.10. SB and HGS agree to comply with any  applicable  law or regulation of the
     United  States or any country  governing the export or reexport of products
     (including test equipment),  software,  and technical data (and the product
     of such data).
12.11. All rights and licensing  granted under or pursuant to this  Agreement by
     HGS to SB  are,  and  shall  irrevocably  be  deemed  to be,  "intellectual
     property"  as defined in Section  101(56) of the  Bankruptcy  Code.  In the
     event of the  commencement  of a case by or against  either party under any
     Chapter of the Bankruptcy Code, this Agreement shall be deemed an executory
     contract and all rights and  obligations  hereunder  shall be determined in
     accordance  with  Section  365(n)  thereof.  Unless  a party  rejects  this
     Agreement and the other party  decides not to retain its rights  hereunder,
     the other party shall be entitled to a complete  duplicate  of (or complete
     access to, as appropriate) all intellectual property and all embodiments of
     such  intellectual  property  held by the  party  and the  party  shall not
     interfere with the rights of the other party,  which are expressly  granted
     hereunder,  to  such  intellectual  property  and all  embodiments  of such
     intellectual property from another entity. Further, this Agreement shall be
     deemed,  upon  presentation to another entity, to be the same as an express
     instruction by the party to such other entity to provide such  intellectual
     property and all embodiments of such intellectual  property directly to the
     other party.  Without limiting the foregoing  provisions in this paragraph,
     the  other  party   shall  be  entitled  to  all   post-bankruptcy-petition
     improvements,  updates,  or developments of intellectual  property  created
     hereunder.  If such intellectual  property is not fully developed as of the
     commencement  of any bankruptcy  case, the other party shall have the right
     to complete development of the property.
12.12. For the  avoidance of doubt,  HGS shall not disclose to a THIRD PARTY any
     RESEARCH PROGRAMS and/or work request justifications submitted to HGS by SB
     under the COLLABORATION AGREEMENT.

13.  PATENT PROSECUTION AND LITIGATION
     ---------------------------------

13.1.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. Each party
     shall own an equal undivided interest in all such

                                       46
<PAGE>

     inventions,  discoveries,  designs,  works of authorship and other know-how
     made,  conceived,  reduced to practice or generated  jointly by  employees,
     agents, or other persons acting under the authority of both parties. In the
     event of jointly owned inventions,  HGS shall have the first right to file,
     prosecute and maintain patents and applications  directed thereto under the
     terms and conditions of Paragraph 13.2. If a joint owner does not desire to
     file,  prosecute  or  maintain  a patent or patent  application  to a joint
     inventions,  such owner shall assign its ownership  interest therein to the
     other.  All patents and patent  applications to joint  inventions which are
     HGS SPECIAL  TECHNOLOGY and SPECIAL SB TECHNOLOGY  shall be both SB PATENTS
     and HGS  PATENTS,  subject to the terms and  conditions  of the  Agreement;
     otherwise, any joint owner shall be free to dispose of its interest therein
     without accounting to the other joint owner.

13.2.HGS shall have the right within its sole  discretion  and at its expense to
     prepare,  file,  prosecute  and maintain  HGS PATENTS.  With respect to HGS
     PATENTS as to which SB retains a license  hereunder,  subject to  Paragraph
     13.10,  HGS  shall  keep  SB  informed  with  respect  to  the  filing  and
     prosecution  thereof.  In the event  that SB  desires  that HGS  obtain and
     maintain  patent  protection  in any  country  with  respect to HGS SPECIAL
     TECHNOLOGY as to which SB retains a license  hereunder,  HGS shall do so at
     the cost and  expense  of SB,  which  expense  shall be SB's pro rata share
     where a  COLLABORATION  PARTNER  and/or  TAKEDA  requests HGS to do so with
     respect to the same HGS SPECIAL TECHNOLOGY  provided that SB shall have the
     right  within its sole  discretion  and at its  expense to  prepare,  file,
     prosecute  and maintain HGS PATENTS to the extent they claim a  THERAPEUTIC
     PROTEIN or GENE THERAPY VACCINE (and the making, using and selling thereof)
     to which SB has obtained exclusive rights pursuant to Section 6 or 7.

13.3.SB shall have the right  within its sole  discretion  and at its expense to
     prepare,  file,  prosecute  and  maintain  SB PATENTS.  With  respect to SB
     PATENTS as to which HGS retains a license  hereunder,  subject to Paragraph
     13.11,  SB  shall  keep  HGS  informed  with  respect  to  the  filing  and
     prosecution  thereof.  In the event  that HGS  desires  that SB obtain  and
     maintain  patent  protection  in any  country  with  respect  to SPECIAL SB
     TECHNOLOGY as to which HGS retains a license  hereunder,  SB shall do so at
     the cost and expense of HGS;  provided that HGS shall have the right within
     its sole discretion to prepare,  file, prosecute and maintain SB PATENTS at
     its expense to the extent they claim a THERAPEUTIC  PROTEIN or GENE THERAPY
     VACCINE
                                       47

<PAGE>

     (and the  making,  using and  selling  thereof)  to which HGS has  obtained
     exclusive  rights  pursuant  to  Section 6 or 7.


13.4.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.
13.5.In the event of the  institution  of any suit by a THIRD PARTY against HGS,
     SB or its licensees for patent infringement involving the manufacture, use,
     sale,  distribution  or  marketing  of HGS  PRODUCT or SB  PRODUCT,  TAKEDA
     PRODUCT, or CORIGHT PRODUCT, the party sued shall promptly notify the other
     party in writing.  The other  party shall have the right,  to the extent of
     its  interest,  but not the  obligation  to  defend or  participate  in the
     defense  of such  suit at its own  expense.  HGS and SB  shall  assist  one
     another and cooperate in any such litigation at the other's request without
     expense to the requesting party.

13.6.In  the  event  that  HGS or SB  becomes  aware  of  actual  or  threatened
     infringement of a SB PATENT or HGS PATENT  anywhere in the TERRITORY,  that
     party shall promptly notify the other party in writing. The owner of the SB
     PATENT or HGS PATENT 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 of
     the patent does not commence a particular infringement action within thirty
     (30) days, the other party, after notifying the owner in writing,  shall be
     entitled to bring such infringement action at its own expense to the extent
     that such party is  licensed  thereunder  and in its own name and/or in the
     name of the owning party. The foregoing notwithstanding,  in the event that
     an alleged infringer certifies pursuant to 21 USC  355(b)(2)(A)(vii)(IV) or
     (j)(2)(A)(iv)  against  an  issued  HGS  PATENT  or SB  PATENT  covering  a
     COLLABORATION  PRODUCT,  the party receiving  notice of such  certification
     shall  immediately  notify the other  party of such  certification,  and if
     fourteen  (14) days prior to  expiration  of the forty fine (45) day period
     set forth in 21 USC  355(c)(3)(C) or  (j)(4)(B)(iii),  the owner of the HGS
     PATENT or SB PATENT  fails to commence an  infringement  action,  the party
     receiving  notice,  in its sole  discretion,  at its own expense and to the
     extent  that it is  licensed  under the HGS PATENT or SB  PATENT,  shall be
     entitled  to bring


                                       48
<PAGE>

     such  infringement  action in its own name and/or in the name of the owning
     party 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 the other party.  In any event,  HGS
     and SB shall assist one another and cooperate in any such litigation at the
     other's request without expense to the requesting party.
13.7.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
     shall be  shared  between  SB and HGS in an  amount  proportional  to their
     respective losses and expenses.
13.8.The parties  shall keep one another  informed of the status of and of their
     respective activities regarding any such litigation or settlement thereof.
13.9.The owner of a SB PATENT or HGS PATENT  shall have the first  right to seek
     extensions  of the terms of the patent and to seek to obtain  SPCs. A party
     who is  developing,  selling  or  planning  to sell a product  covered by a
     patent  shall have the second  right.  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. 
13.10.The disclosure  obligations  of  Paragraph  13.2  shall  only apply to HGS
     PATENTS which include HGS SPECIAL  TECHNOLOGY which HGS has disclosed to SB
     Pursuant to this Agreement.
13.11.The  disclosure  obligations  of Paragraph  13.3  shall  only  apply to SB
     PATENTS  which claim  SPECIAL SB  TECHNOLOGY  which SB has disclosed to HGS
     pursuant to this Agreement.

14.  TRADEMARKS AND NON-PROPRIETARY NAMES
     ------------------------------------

14.1.SB, at its expense,  shall be responsible  for the selection,  registration
     and  maintenance of all trademarks  which it employs in connection  with SB
     PRODUCT  and  shall  own  and  control  such  trademarks.  Nothing  in this
     Agreement shall be construed as a grant of rights, by license or otherwise,
     to HGS to use such  trademarks for any purpose other than  co-promotion  as
     provided in this Agreement.
14.2.SB,  at  its  expense,   shall  be   responsible   for  the  selection  and
     registration of non-proprietary names employed by SB for SB PRODUCT.
14.3.HGS, at its expense,  shall be responsible for the selection,  registration
     and  maintenance of all trademarks  which it employs in

                                       49

<PAGE>

     connection  with HGS  PRODUCT 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 as provided in this Agreement.
14.4.HGS,  at  its  expense,   shall  be  responsible   for  the  selection  and
     registration of non-proprietary names employed by HGS for HGS PRODUCT.
14.5.(a) At no expense to HGS, SB and its licensees  under this Agreement  shall
     be  responsible  for the  selection,  registration  and  maintenance of all
     trademarks  which  they  employ in  connection  with a SB PRODUCT in the SB
     FIELD in SOUTHEAST ASIA and TAKEDA PRODUCT,  and shall own and control such
     trademarks.  Nothing in this  Agreement  shall be  construed  as a grant of
     rights,  by license or  otherwise,  to HGS to use such  trademarks  for any
     purpose.
     (b) At no expense to HGS, SB and its licensees  under this Agreement  shall
     be responsible for the selection and registration of non-proprietary  names
     for SB PRODUCT in the SB FIELD in SOUTHEAST ASIA and TAKEDA PRODUCT.

15.  STATEMENTS AND REMITTANCES
     --------------------------

15.1.Each party,  as the case may be,  shall keep and require its  licensees  to
     keep  complete  and accurate  records of all NET SALES of HGS  PRODUCT,  SB
     PRODUCT, CORIGHTS PRODUCT and TAKEDA PRODUCT subject to royalties under the
     licenses  granted  herein  or  in  the  applicable   COLLABORATION  PARTNER
     AGREEMENT or SB/TAKEDA  AGREEMENT.  Each party shall have the right, at its
     expense,  through a certified public  accountant or like person  reasonably
     acceptable  to the other  party,  to examine such  records  during  regular
     business  hours  during the life of this  Agreement  and for six (6) months
     after its termination;  provided,  however, that such examination shall not
     take  place  more often  than once a year and  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 nor their  licensees  shall be  required  to  maintain  such
     records for more than three (3) years.   
15.2.Except for SB PRODUCT and TAKEDA  PRODUCT  sold by TAKEDA or its  licensees
     under the  SB/TAKEDA  AGREEMENT,  within sixty (60) days after the close of
     each  calendar  quarter,  each  party  shall  deliver  to the  other a true
     accounting  of all SB  PRODUCT,  CORIGHTS  PRODUCT,  TAKEDA  PRODUCT or HGS
     PRODUCT sold by it and its licensees and  distributors  during such quarter
     for  which  royalties  are  payable  and  shall  at the  same  time pay all
     royalties due.

                                       50

<PAGE>


     Such   accounting   shall   show   sales   on  a   country-by-country   and
     product-by-product basis.
15.3.Within  ninety  (90)  days  after the  close of each  half  year,  SB shall
     deliver to HGS a true accounting of all SB PRODUCT or TAKEDA PRODUCT,  sold
     under authority of the SB/TAKEDA  AGREEMENT by TAKEDA and its licensees and
     distributors  during  such  half  year and  shall at the same  time pay all
     royalties  due to HGS as a result  of or  deriving  from such  sales.  Such
     accounting shall show sales on a country-by-country  and product-by-product
     basis.
15.4.Any tax paid or required to be withheld on account of the  licensing  party
     based on milestone payments or royalties payable under this Agreement shall
     be deducted from the amount of milestones or royalties otherwise due. Taxes
     paid or  withheld  from monies due SB by TAKEDA or its  licensees  shall be
     deducted  proportionately from the amount of monies otherwise due HGS. Each
     party shall  secure and send to the other proof of any such taxes  withheld
     and paid.
15.5.All royalties due under this  Agreement  shall be payable in U.S.  dollars.
     If governmental regulations prevent remittances from a foreign country with
     respect to sales made in that country,  the  obligation to pay royalties on
     sales in that  country  shall  be  suspended  until  such  remittances  are
     possible.  Each party shall have the right,  upon giving  written notice to
     the other, to receive payment in that country in local currency.
15.6.Monetary  conversations from the currency of a foreign country,  in which a
     product is sold,  into United States currency shall be made at the official
     exchange  rate in force in that country for financial  transactions  on the
     last  business  day of the  calendar  quarter  or half  year for  which the
     royalties are being paid. If there is no such official  exchange  rate, the
     conversation 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.

16.  TERM AND TERMINATION
     --------------------

16.1.This  Agreement  shall come into effect as of the EFFECTIVE  DATE and shall
     remain in full force and effect  unless  earlier  terminated as provided in
     this Section 16.

16.2.In the event HGS fails to make a payment  to SB under this  Agreement  or a
     co-promotion agreement with respect to an HGS PRODUCT when due, or fails to
     meet its  obligations  under  Section 9 with respect to an HGS PRODUCT,  in
     addition  to any other  remedy  which it may  have,  SB may  notify  HGS in
     writing  that all of HGS's  rights with  respect to such HGS PRODUCT  shall
     terminate as of sixty

                                       51
<PAGE>

     (60) days after such written  notice and HGS'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.
16.3.In the event SB fails to make a payment  to HGS under this  Agreement  or a
     co-promotion  agreement with respect to an SB PRODUCT when due, or fails to
     meet its  obligations  under  Section 9 with  respect to an SB PRODUCT,  in
     addition  to any  other  remedy  which it may  have,  HGS may  notify SB in
     writing that,  subject to SB licensee rights provided in Paragraph 17.4(a),
     all of SB's rights with  respect to such SB 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.
16.4 Either party may terminate  this Agreement if, at any time, the other 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 other party proposes a
     written agreement of composition or extension of its debts, or if the other
     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.
16.5 Notwithstanding  the  bankruptcy  of  HGS  or  SB,  or  the  impairment  of
     performance  by HGS or SB of its  obligations  under  this  Agreement  as a
     result of  bankruptcy  or insolvency of HGS or SB, the other party shall be
     entitled to retain the licenses  granted herein,  and SB licensees shall be
     entitled  to retain  their  rights as provided in  Paragraph  17.4  hereof,
     subject to rights of a party to terminate  this Agreement for reasons other
     than bankruptcy or insolvency as expressly provided in this Agreement.
16.6 Neither party shall have the right to terminate this Agreement except under
     Paragraph 16.4, provided however that nothing in this Agreement shall limit
     any remedies for breach which may be available  pursuant to a judgment of a
     court, in law or equity,  including termination of this Agreement or of any
     or all rights hereunder.
16.7 In the event  that by one (1) year  after the end of the  INITIAL  RESEARCH
     TERM, SB has not obtained the full length DNA coding  sequence for a TARGET
     encompassed  by, and as used in, an  ANTIBODY  RESEARCH  PLAN  and/or  DRUG
     RESEARCH PLAN

                                       52
<PAGE>


     submitted by SB under this  Agreement  and SB has not  certified in writing
     (e.g,  inclusion  of such  sequence  in a  RESEARCH  PLAN) to HGS that such
     sequence(s)  has been  obtained,  HGS by written notice to SB may terminate
     all rights and  licenses to such  TARGETS(S)  and such rights and  licenses
     shall  terminate  thirty  (30)  days  thereafter  unless  SB  prior  to the
     expiration  of such thirty (30) days has  obtained  such  sequence  and has
     certified in writing to HGS that such sequence has been obtained.  Upon any
     termination of rights and licenses to a TARGET under this  Paragraph  16.7,
     SB shall discontinue all work encompassed by such ANTIBODY RESEARCH PLAN or
     DRUG RESEARCH PLAN as the case may be.

17.  RIGHTS AND DUTIES UPON TERMINATION
     ----------------------------------

17.1.Upon  termination  of this Agreement in its entirety or with respect to any
     SB  PRODUCT,  CORIGHTS  PRODUCT,  TAKEDA  PRODUCT or HGS  PRODUCT or to any
     country, each party shall notify the other of the amount of such product it
     and its licensees  and  distributors  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  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 provided, however, that no such termination
     of the this  Agreement  shall  affect the rights of an SB  licensee to sell
     such SB PRODUCT or TAKEDA  PRODUCT to the extent such rights  survive  such
     termination under Paragraph 17.4 of this Agreement.
17.2.Termination of this Agreement shall  terminate all outstanding  obligations
     and  liabilities  between the parties  arising from this  Agreement  except
     those described in Paragraphs  2.10, 2.14, 2.24, 12.2, 12.4, 12.7, and 13.1
     and Sections 15, 17, 19, 21, and 28, as well as any provision not specified
     in this  Paragraph  which is clearly meant to survive  termination  of this
     Agreement.
17.3.Termination  of the  Agreement in  accordance  with the  provisions  hereof
     shall not limit remedies which may be otherwise available in law or equity.
17.4.All rights of  licensees  pursuant to  licenses  granted by SB to TAKEDA or
     otherwise to an SB PRODUCT in  SOUTHEAST  ASIA under this  Agreement  shall
     survive  termination  of this  Agreement  pursuant to  Paragraph  16.3,  or
     Paragraph  16.4  thereof in the event of the  bankruptcy  or similar  event
     listed  in such  Paragraph  16.4  with  respect  to SB,  provided  that the
     following  conditions are met: (i) the SB licensee is not then in breach of
     its license; (ii) except for the SB/TAKEDA AGREEMENT, HGS's rate of royalty
     compensation thereunder is no less than the rate of royalty compensation to
     HGS
                                       53

<PAGE>


     under this Agreement;  (iii) HGS assumes no performance  obligations  under
     the  license  agreement;  and (iv) SB and its  licensee  assign the license
     agreement  to HGS within  sixty (60) days after such  termination  and as a
     result of such assignment  such licensee is directly  obligated to HGS. All
     rights of  licensees  with  respect to a SB PRODUCT  pursuant  to  licenses
     granted by SB under this Agreement shall survive termination of SB's rights
     with  respect to such SB PRODUCT  pursuant to  Paragraph  16.3 or Paragraph
     16.4 hereof, provided that the above-stated conditions are met with respect
     to such rights of the licensees.

18.  WARRANTIES AND REPRESENTATIONS
     ------------------------------

18.1.Nothing  in  this  Agreement  shall  be  construed  as a  warranty  that SB
     PATENTS,  COLLABORATION  PARTNER  PATENTS  or  HGS  PATENTS  are  valid  or
     enforceable  or that their  exercise does not infringe any patent rights of
     THIRD  PARTIES.  A holding of  invalidity or  unenforceability  of any such
     patent,  from which no further appeal is or can be taken,  shall not affect
     any  obligation  already  accrued  hereunder,   but  shall  only  eliminate
     royalties  otherwise  due under  such  patent  from the date  such  holding
     becomes final.
18.2.Each  party  warrants  and  represents  that it has the right to enter into
     this Agreement and to perform in accordance therewith.
18.3.HGS hereby  further  represents  and  warrants  that,  during  the  INITIAL
     RESEARCH TERM, HGS will not grant TIGR permission to disclose or provide to
     a THIRD  PARTY  materials  which  are  GENES in  circumstances  where  TIGR
     requires such permission  without SB's prior consent.  HGS' failure to take
     action  against TIGR where TIGR is in breach of an  obligation to HGS shall
     not be  construed as HGS granting  TIGR  permission  to disclose or provide
     such materials.  
18.4.Except as  otherwise  expressly  set forth herein  neither  party makes any
     representations  or extends any  warranties of any kind,  either express or
     implied,  including,  but not limited to, warranties of  merchantability or
     fitness for a particular purpose.
18.5.Each party  guarantees  that its  respective  AFFILIATES  will  perform all
     obligations  under this Agreement as if such AFFILIATES were signatories of
     this Agreement.

                                       54

<PAGE>

19.  INDEMNIFICATION
     ---------------

19.1.SB shall  defend,  indemnify  and hold  harmless  HGS,  AFFILIATES  of HGS,
     licensors of HGS and their respective  directors,  officers,  shareholders,
     agents and employees, from and against any and all liability, loss, damages
     and expenses (including 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 or other  disposition  by or  through  SB or any THIRD  PARTY  granted
     rights by SB under this  Agreement of any SB PRODUCT.  SB'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. SB shall have the exclusive
     right to control the defense of any action  which is to be  indemnified  in
     whole by SB hereunder,  including the right to select counsel acceptable to
     HGS to defend HGS and to settle  any  claim,  provided  that,  without  the
     written  consent  of HGS  (which  shall  not be  unreasonably  withheld  or
     delayed),  SB shall not agree to settle any claim against HGS to the extent
     such claim has a material  adverse  effect on HGS. 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  licensee  to  agree  to  indemnify  HGS  in a  manner
     consistent with this Paragraph.

19.2.HGS  shall  defend,  indemnify  and hold  harmless  SB,  AFFILIATES  of SB,
     licensors of SB and their  respective  directors,  officers,  shareholders,
     agents and employees, from and against any and all liability, loss, damages
     and expenses (including 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 or other  disposition by or through HGS or its AFFILIATES or any THIRD
     PARTY granted rights by HGS under this Agreement of any HGS PRODUCT.  HGS'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

                                       55
<PAGE>


     indemnified  party.  HGS shall  have the  exclusive  right to  control  the
     defense of any action which is to be indemnified in whole by HGS hereunder,
     including the right to select counsel  acceptable to SB to defend SB and to
     settle any claim,  provided that,  without the written consent of SB (which
     shall not be  unreasonably  withheld  or  delayed),  HGS shall not agree to
     settle any claim against SB to the extent such claim has a material adverse
     effect on SB. The provisions of this Paragraph  shall survive and remain in
     full force and effect after any termination,  expiration or cancellation of
     this Agreement and HGS obligation hereunder shall apply whether or not such
     claims are rightfully brought.  HGS shall require each licensee to agree to
     indemnify SB in a manner consistent with this Paragraph.
19.3.A person  or  entity  that  intends  to claim  indemnification  under  this
     Section 19 (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 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 19 shall not apply to
     amounts paid in settlement of any loss, claim, damage,  liability or action
     is 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 19, 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 19. The Indemnitee under this Section 19,
     its employees and agents, shall cooperate fully with the 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.


                                       56
<PAGE>

20.  FORCE MAJEURE
     -------------

20.1.If the  performance of any party of this  Agreement by either party,  or of
     any obligation under this Agreement, is prevented,  restricted,  interfered
     with or delayed by reason of any clause  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.

21.  GOVERNING LAW
     -------------

21.1.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.

22.  SEPARABILITY
     ------------

22.1.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.
22.2.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.
22.3.In  the  event  that  the  terms  and  conditions  of  this  Agreement  are
     materially altered as a result of Paragraphs 22.1 or 22.2, the parties will
     renegotiate  in good faith the terms and  conditions  of this  Agreement to
     resolve any inequities.

23.  ENTIRE AGREEMENT
     ----------------

23.1 This Agreement,  entered into as of the date written above, constitutes the
     entire agreement  between the parties relating to the subject matter hereof
     and supersedes all previous  writings and  understandings  relating to such
     subject matter. 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.

                                       57
<PAGE>


23.2 (a) Neither HGS nor SB may enter into any  agreement  with a  COLLABORATION
     PARTNER which amends the terms and conditions of the COLLABORATION  PARTNER
     AGREEMENT to which such COLLABORATION  PARTNER is a party without the prior
     written  consent  of the  other;  and (b) SB may not  amend  the  terms and
     conditions of the SB/TAKEDA  AGREEMENT in a manner that materially  affects
     HGS without the prior  written  consent of HGS,  which consent shall not be
     unreasonably withheld.
23.3.The headings and titles to the Sections and  Paragraphs  of this  Agreement
     are inserted for convenience  only and shall not be deemed a part hereof or
     affect the construction or interpretation of any provision hereof.

24.  NOTICES
     -------

24.1.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  or such  other  addresses  as may be  notified  to the  parties as
     provided herein:
                  HGS: HUMAN GENOME SCIENCES, INC.
                           9410 Key West Avenue
                           Rockville, Maryland 20850
                           Attention:  Chief Executive Officer
                           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
                  SB:      SMITHKLINE BEECHAM CORPORATION
                           709 Swedeland Road
                           King of Prussia, Pennsylvania 19103
                  Attention:        Vice-President,
                                    Advanced Technologies in Genetics
                                    SmithKline Beecham Pharmaceuticals
                                    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

                                       58

<PAGE>


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

25.  ASSIGNMENT
     ----------

25.1.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  by  either  party  without  the  written  consent  of the other
     provided,  however,  that SB or HGS may assign this Agreement or any of its
     rights or obligations hereunder to any AFFILIATE or to any THIRD PARTY with
     which it may  merge or  consolidate,  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 party, subject to Paragraphs 10.1 (viii)
     and 10.2 (viii),  provided the assigning  party  remains  liable under this
     Agreement and that the THIRD PARTY assignee or surviving  entity assumes in
     writing all of its obligations  under this  Agreement.  HGS hereby consents
     and agrees to accept any assignment to HGS of a license agreement by SB and
     its licensee  pursuant to  Paragraph  17.4 if the  conditions  of Paragraph
     17.4(a)(i),(ii)(iii) and (iv) are satisfied. .

26.  RECORDING
     ---------

26.1.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  TERRITORY,  and the other  party  shall  provide
     reasonable  assistance to the notifying  party in effecting such recording,
     registering or notifying.

27.  DISPUTE RESOLUTION
     ------------------

27.1.Senior  management  of SB and HGS shall  endeavor to resolve  all  disputes
     under this Agreement.
27.2.If there is a tie vote within the RC over an issue within the  jurisdiction
     of the RC,  which tie vote is not  timely  solved by the RC,  and if senior
     management does not timely resolve any such tie vote, then either party may
     submit  such to binding  arbitration  pursuant  to the  SB/HGS  arbitration
     agreement dated 19 August, 1993 as may be amended from time to time.
27.3.Either party may submit  disputes  arising from  Paragraphs  6.2 and 7.4 to
     binding arbitration  pursuant to the SB/HGS Arbitration  Agreement dated 19
     August 1993 as may be amended from time-to-time.

28.  COVENANTS
     ---------

28.1.
         (a)      SB agrees not to use SB TECHNOLOGY except

                                       59
<PAGE>


         (1) during the INITIAL  RESEARCH TERM and RESEARCH  TERM  EXTENSIONS to
         perform  research and development in the SB FIELD and after the INITIAL
         RESEARCH  TERM and RESEARCH  TERM  EXTENSIONS  to perform  research and
         development in the SB FIELD pursuant to a RESEARCH PLAN submitted by or
         on behalf of SB  pursuant  to this  Agreement, 
         (2) in the HGS FIELD to perform  research and  development  only (i) in
         furtherance  of research  and  development  in the SB FIELD  during the
         INITIAL RESEARCH TERM and RESEARCH TERM EXTENSIONS,  and (ii) after the
         INITIAL  RESEARCH TERM and RESEARCH TERM EXTENSIONS only in furtherance
         of research and development in the SB FIELD pursuant to a RESEARCH PLAN
         submitted by or on behalf of SB pursuant to this Agreement,
         (3) to perform research and development of GENE THERAPY VACCINES during
         the INITIAL RESEARCH TERM,
         (4) to make,  have  made,  use,  and  sell SB  PRODUCT  (other  than SB
         PRODUCTS  to  which  SB's  rights  have  been  terminated  pursuant  to
         Paragraph  16.3),  TAKEDA PRODUCT and CORIGHTS PRODUCT and as expressly
         permitted under this Agreement, HGS PRODUCTS,
         (5) to grant licenses that SB is otherwise  permitted to grant pursuant
         to this Agreement, and
     (b) during and after the INITIAL  RESEARCH  TERM,  SB agrees not to use HGS
     SPECIAL  TECHNOLOGY  except as  licensed  and  permitted  pursuant  to this
     Agreement;
     (c)  Notwithstanding  the  preceding,  SB shall  have  the  right to use SB
     TECHNOLOGY  that is solely based on or derived from  published  information
     and/or   information   which  otherwise   becomes   lawfully  known  to  SB
     independently of this Agreement,  unless: (i) the information is claimed in
     a  published  HGS  PATENT or SB PATENT and there is no THIRD  PARTY  patent
     application  or patent with an earlier  priority  date which  discloses the
     information  or  (ii)  the  SB  TECHNOLOGY  results  from a  RESEARCH  PLAN
     undertaken by SB.
28.2.HGS shall not use SPECIAL SB  TECHNOLOGY  except as  licensed or  permitted
     under this  Agreement.  Notwithstanding  the preceding,  HGS shall have the
     right to use SPECIAL SB TECHNOLOGY  independently of this Agreement if such
     SPECIAL  SB  TECHNOLOGY  is  solely  based  on or  derived  from  published
     information  and/or  information  which otherwise becomes lawfully known to
     HGS independently of this Agreement,  unless: the information is claimed in
     a  published  HGS  PATENT or SB PATENT and there is no THIRD

                                       60
<PAGE>

     PARTY  patent  application  or patent with an earlier  priority  date which
     discloses the information.
28.3.Notwithstanding  anything  else to the contrary,  the following  uses of SB
     TECHNOLOGY  and/or  HGS  SPECIAL  TECHNOLOGY  shall not be a breach of this
     Agreement by SB:
     (i) use of unpatented HGS  TECHNOLOGY  outside a RESEARCH PLAN submitted by
     SB in  accordance  with  this  Agreement  after the later of the end of the
     INITIAL  RESEARCH TERM or RESEARCH TERM EXTENSIONS  which HGS TECHNOLOGY at
     the time of such use is generally available to the public, and/or
     (ii) use of SB  TECHNOLOGY  outside  a  RESEARCH  PLAN  submitted  by SB in
     accordance with this Agreement  developed after the later of the end of the
     INITIAL  RESEARCH TERM or RESEARCH TERM  EXTENSIONS  which is SB TECHNOLOGY
     only as a result of the use of unpatented HGS TECHNOLOGY which is generally
     available to the public at the time of such use; and/or
     (iii) use of  BIOINFORMATICS  after the end of the INITIAL RESEARCH TERM or
     RESEARCH TERM EXTENSION which BIOINFORMATICS is SB TECHNOLOGY; and/or

                                       61
<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."

     (iv) use of SB  TECHNOLOGY  with respect to any products  discovered  [***]
     years after the later of the end of the INITIAL  RESEARCH  TERM or RESEARCH
     TERM EXTENSIONS  outside a RESEARCH PLAN submitted by SB in accordance with
     this Agreement.

29.  COUNTERPARTS
     ------------

29.1 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


By:______________________________


SmithKline Beecham, p.l.c.


By:______________________________



Human Genome Sciences, Inc.


By:______________________________

                                       62
<PAGE>
 

                                   APPENDIX A
                          SAMPLE ANTIBODY RESEARCH PLAN

1.       Target (Antigen) Identification  (HGS Sequence ID#)

2.       Rationale

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

3.       Status of Cloning and Expression or Synthesis of Target (Antigen)
         -       nucleotide sequence encoding Target (Antigen) (as available)
4.       Patent Status

5.       Estimated date for start of laboratory animal immunization


                                       63
<PAGE>
                                   APPENDIX B
                             COLLABORATION PARTNERS
SP
MERCK
SYNTHELABO
any other entity pursuant to Paragraph 1.11


                                       64
<PAGE>
                                   APPENDIX C
                            Sample DRUG RESEARCH PLAN

1.       Target Identification  (HGS Sequence ID#)

2.       Rationale

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

3.       Status of full length cloning and expression
         -        nucleotide sequence encoding Target (as available)
4.       Patent status

5.       Estimated date for the start of small molecule screening.
(No description of the screen is required.)

6.       Chemical optimization

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

7.       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

                                       65

<PAGE>
                                   APPENDIX D
                          SAMPLE PROTEIN RESEARCH PLAN

1.       Therapeutic Protein Identification (HGS Sequence ID#)

2.       Rationale

         -        Brief description of hypothesis
         -        Expected indications for Product

3.       Biological data on protein

         -        Full length cloning
         -        Expression and purification
                  full length nucleotide sequence of the GENE encoding the
                  THERAPEUTIC PROTEIN


The protein  preparation(s) used for the in vivo activity  demonstration must be
purified to the level specified in Paragraph 6.1(a), and evidence of this purity
level must be included in the research plan.

         -        In  vivo demonstration of relevant  pharmacological   activity
(along  with   supporting demonstration of in vitro or ex vivo demonstrations of
activity if available)

In certain instances, in vivo demonstration of activity will not be possible for
scientific   reasons.   In  these  specific   cases,  an  ex-vivo  or  in  vitro
demonstration of activity will be acceptable.

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

5.       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.

                                       66

<PAGE>


         -        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)



                                       67
<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."
                                   APPENDIX E
                               MTAS FOR SECTION 12

         HGS MTA              STATUS        SUBJECT
         -------              ------        -------
     Collaboration #120       Signed         [***]
     Collaboration #121       Signed         [***]
     Collaboration #174       Signed         [***]
     Collaboration #177       Signed         [***]
     Collaboration #199       Signed         [***]
     Collaboration #203       Signed         [***]
     Collaboration #204       Signed         [***]
     Collaboration #207       Signed         [***]
     Collaboration #221       Signed         [***]
     Collaboration #230       Signed         [***]
     Collaboration #235       Signed         [***]
     Collaboration #236       Signed         [***]
     Collaboration #242       SB approved    [***]
     Collaboration #243       Proposed       [***]
     Collaboration #247       Proposed       [***]
     Collaboration #249       Proposed       [***]
     Collaboration #253       Proposed       [***]
     Collaboration/CRADA      SB Approved    [***]
     (Fauci-NIH)  






                                       68
<PAGE>
                                   APPENDIX F
            SB/TAKEDA AGREEMENT IN EXISTENCE AS OF THE EFFECTIVE DATE




                                       69
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<DESCRIPTION>THERAPEUTIC COLLABORATION AND LICENSE AGREEMENT
<TEXT>




"Portions  of  this  Exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment.  The  omitted  portions,  marked  by  [***],  have been
separately filed with the Commission."


                THERAPEUTIC COLLABORATION AND LICENSE AGREEMENT

     This Agreement  ("Agreement"),  effective as of the 28th of June, 1996 (the
"EFFECTIVE  DATE"),  by and among Human Genome  Sciences,  Inc.,  a  corporation
organized  under the laws of the State of  Delaware,  United  States of America,
having a place of business at 9410 Key West Avenue,  Rockville,  Maryland 20850,
for itself and its  AFFILIATES,  as defined below  (collectively  including such
AFFILIATES "HGS"), Schering Corporation,  a corporation organized under the laws
of the State of New Jersey, United States of America, having a place of business
at 2000 Galloping Hill Road,  Kenilworth,  New Jersey 07033, and Schering Plough
Ltd.,  a  Swiss   corporation   having  its  principal   place  of  business  at
Toepferstrasse  5,  CH-6004  Lucerne,  Switzerland,  each  for  itself  and  its
AFFILIATES,  as defined below (collectively including such AFFILIATES "SP"), and
SmithKline Beecham  Corporation,  a corporation  organized under the laws of the
Commonwealth  of  Pennsylvania,  United  States  of  America,  having a place of
business  at 709  Swedeland  Road,  King of  Prussia,  Pennsylvania,  19406  and
SmithKline  Beecham,  plc,  having  a place of  business  at  Great  West  Road,
Brentford, Middlesex, U.K.
                                WITNESSETH THAT:
                                ----------------

     WHEREAS HGS is in possession of certain human gene sequence information and
has the  capacity  and  ability to rapidly  obtain  full or  meaningful  partial
sequence data for expressed human genes,
         WHEREAS,   HGS  and  SB  (as  defined   below)  have   entered  into  a
COLLABORATION AGREEMENT relating to sequencing of human genes and development of
practical applications

therefor  and have  amended  such  COLLABORATION  AGREEMENT  to  permit  them to
collaborate with and grant certain rights to SP.
     WHEREAS  SP is a  multinational  human  healthcare  company  which  has the
capacity and ability to develop  practical  applications in the human healthcare
field of the gene sequence data in the  possession of or within the capacity and
ability of HGS to obtain,
     WHEREAS  HGS, SB and SP wish to grant  rights to each other with respect to
developing human therapeutic products.
     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:

1.   DEFINITIONS
     -----------

         1.1  "AFFILIATES"  shall  mean any  individual  or entity  directly  or
indirectly  controlling,  controlled  by  or  under  common  control  with,  the
specified  individual or entity.  For purposes of this Agreement,  the direct or
indirect  ownership  of over  fifty  percent  (50%)  of the  outstanding  voting
securities of an entity, or the right to receive over fifty (50%) of the profits
or  earnings  of an entity  shall be deemed to  constitute  control.  Such other
relationship  as in fact gives such individual or entity the power or ability to
control the  management,  business and affairs of an entity shall also be deemed
to constitute control.
         1.2  "ANTIBODY   PRODUCT"   shall  mean  an  antibody   (monoclonal  or
polyclonal)  or  fragments  or  constructs  thereof  in the SP  FIELD  which  is
potentially  useful for the  treatment or prevention of a disease or disorder in
humans.
                                        2
<PAGE>
         1.3  "ANTIBODY  RESEARCH  PLAN" shall mean a plan for  developing an SP
ANTIBODY PRODUCT. A representative sample of such a plan is shown in Appendix A.
         1.4 "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.
         1.5 "BLOCKING CLAIM" shall mean a claim under any patent application or
granted  patent  anywhere in the world which  generically  but not  specifically
claims (i) any and all compounds (and/or the use thereof) which interact with or
prevent interaction with a specified TARGET which is a PRODUCT (i.e., an omnibus
claim)  and/or (ii) any and all  antibodies  (and/or the use thereof)  against a
specified  THERAPEUTIC  PROTEIN  (i.e.,  an omnibus  claim).  The  following are
representative  but not  exclusive  examples  of claim  language  for  "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 , and (5) a compound which is capable
of interacting with a receptor X.
         1.6 "cDNA" shall mean  complementary  DNA prepared from human messenger
RNA.
         1.7  "COLLABORATION  AGREEMENT" shall mean the Collaboration  Agreement
entered  into between SB and HGS  effective  as of May 19,  1993,  as amended or
superseded  from  time to time,  a copy of the  version  to be in  effect on the
EFFECTIVE DATE having been provided to SP prior to the EFFECTIVE DATE.

                                        3
<PAGE>
         1.8  "COLLABORATION  PARTNER"  shall mean those  entities which are set
forth in  Appendix B and any entity  added to Appendix B or  substituted  for an
entity in Appendix  B,  pursuant  to the terms of the  COLLABORATION  AGREEMENT,
provided that the aggregate of COLLABORATION PARTNERS shall be no more than four
entities at any one time.
         1.9   "COLLABORATION   BLOCKING   PATENT"  means  a  patent  or  patent
application  filed  prior to the end of the  INITIAL  RESEARCH  TERM  owned by a
COLLABORATION  PARTNER,  SB,  or HGS  only  to the  extent  that it  includes  a
"BLOCKING  CLAIM" and as to which HGS and/or SB has the right to grant a license
to   SP.    Included    within   the   definition    are   all    continuations,
continuations-in-part,  divisions,  patents  of  addition,  reissues,  renewals,
extensions,   registrations,    confirmations,    reexaminations,    provisional
applications, SPCs.
         1.10  "COLLABORATION  PATENT"  means a  COLLABORATION  BLOCKING  PATENT
and/or COLLABORATION TARGET PATENT and/or COLLABORATION PROTEIN PATENT.
         1.11   "COLLABORATION   PROTEIN   PATENT"  means  a  patent  or  patent
application  filed  prior to the end of the  INITIAL  RESEARCH  TERM  owned by a
COLLABORATION  PARTNER,  SB,  or HGS  only  to  the  extent  that  it  claims  a
THERAPEUTIC  PROTEIN which is a PRODUCT  and/or the  manufacture  or use of such
THERAPEUTIC  PROTEIN  and as to which  HGS  and/or  SB has the  right to grant a
license  to  SP.   Included   within  the  definition  are  all   continuations,
continuations-in-part,  divisions,  patents  of  addition,  reissues,  renewals,
extensions,   registrations,    confirmations,    reexaminations,    provisional
applications, SPCs.
         1.12  "COLLABORATION   TARGET  PATENT(S)"  means  a  patent  or  patent
application  filed  prior to the end of the  INITIAL  RESEARCH  TERM  owned by a
COLLABORATION
                                        4
<PAGE>
PARTNER,  SB,  or HGS only to the  extent  that it  claims  a TARGET  which is a
PRODUCT and/or the  manufacture or use thereof and as to which HGS and/or SB has
the right to grant a license  to SP.  Included  within  the  definition  are all
continuations, continuations-in-part,  divisions, patents of addition, reissues,
renewals, extensions, registrations, confirmations,  reexaminations, provisional
applications, SPCs.
         1.13  "DIAGNOSTIC(S)"  shall  mean  any  product,  process,  substance,
composition  or service  intended  to  predict,  detect or identify a disease or
determine the presence of a pathologic condition in a human.
         1.14  "DISCOVERED"  shall mean with  respect to any  product,  process,
substance,  composition or service,  the earlier of the following events (i) the
specific disclosure of such product, process, substance,  composition or service
in a patent  application  filed by the  discovering  party or (ii) the  specific
disclosure of such product,  process,  substance,  composition or service by the
discovering  party  in a  written  document  (including,  but  not  limited  to,
laboratory notebooks) other than a filed patent application.
         1.15 "DRUG  PRODUCT"  shall mean a PRODUCT  (other  than a  THERAPEUTIC
PROTEIN or ANTIBODY PRODUCT) in the SP FIELD which is potentially useful for the
treatment or prevention of a disease or disorder in humans.
         1.16 "DRUG RESEARCH PLAN" shall mean a plan for developing  screens for
and  screening  of TARGETS to  discover  an SP DRUG  PRODUCT.  A  representative
example of such a plan is shown in Appendix A.
         1.17 "EFFECTIVE DATE" shall mean the date first above written.
         1.18  "EXTENDED  TERM"  shall  mean the  additional  period  defined in
Paragraph 4.2.
                                        5
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         1.19  "GENE"  shall  mean a human  gene or a  portion  thereof  or cDNA
corresponding thereto.
         1.20 "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.
         1.21  "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.
         1.22 "HGS FIELD" shall mean: (i) GENE THERAPY,  (ii)  ANTISENSE,  (iii)
biotransformation  of a chemical to prepare  pharmaceutically  active agents for
human  or  animal  use,  or  intermediates  therefor,  which  active  agent  was
DISCOVERED before the EFFECTIVE DATE; and (iv) DIAGNOSTICS.
         1.23 "HGS PATENT(S)" shall mean all patents and patent  applications to
the extent that they claim HGS  TECHNOLOGY  and which are or become owned by HGS
or to  which  HGS  otherwise  has,  now or in the  future,  the  right  to grant
licenses.  Included within the definition of HGS PATENTS are all  continuations,
continuations-in-part,  divisions,  patents of  addition,  reissues,  renewals ,
extensions  registrations,   confirmations,   re-examinations  thereof  and  any
provisional applications and all SPCs.
         1.24 "HGS TECHNOLOGY" shall mean, the following which is provided to SP
by or on behalf of HGS:  (a)  sequence  data with  respect to human DNA (and the
corresponding
                                        6
<PAGE>
clones) and expression  products thereof, in each case developed by or on behalf
of HGS  prior to or  during  the  INITIAL  RESEARCH  TERM,  (b)  information  on
biological  function  of TARGETS and  THERAPEUTIC  PROTEINS  developed  by or on
behalf of HGS prior to the INITIAL RESEARCH TERM, and (c) HGS clones, cell lines
and  vectors,  and all  information  and data  provided to SP by HGS pursuant to
Section 6 hereof, and (d) SOFTWARE.
         1.25  "INITIAL  RESEARCH  TERM"  shall mean the term  beginning  on the
EFFECTIVE DATE and ending five years (5) from the EFFECTIVE DATE.
         1.26  "LICENSED  PATENT(S)"  means  HGS  PATENT(S)  and/or  SPECIAL  SB
PATENT(S).
         1.27  "LICENSED  TECHNOLOGY"  means HGS  TECHNOLOGY  and/or  SPECIAL SB
TECHNOLOGY.
         1.28 "MAJOR MARKET" means the United States,  Canada,  Germany,  United
Kingdom, France, Italy or Japan.
         1.29 "MERCK" shall mean Merck KGaA and its AFFILIATES.
         1.30 "NET SALES" shall mean proceeds actually received from sales of SP
PRODUCT  (calculated  on a SP PRODUCT by SP PRODUCT  basis) by SP or,  except as
provided below, its respective  licensees,  distributors trading on SP's account
or joint  ventures  or  other  associated  companies,  less  deductions  for (i)
transportation, shipping and postage charges, including transportation insurance
and  customs  duties 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 SP PRODUCT
(including value added taxes or other governmental charges otherwise measured by
                                        7
<PAGE>
the billing amount when included in billing);  (iii) normal and customary trade,
quantity and cash discounts allowed and charge back payments and rebates granted
to managed health care organizations or to federal, state and local governments,
their  agencies and  purchasers  and  reimbursees,  including but not limited to
Medicaid  rebates  or  to  trade   customers,   including  but  not  limited  to
wholesalers,  chain and pharmacy  buying  groups;  (iv) rebates (or  equivalents
thereof)  granted  to  or  charged  by  national,   state  or  local  government
authorities  in countries  other than the United  States;  and (v) allowances or
credits to  customers  on account of  rejection  or return of such product or on
account of retroactive price reductions affecting such SP PRODUCT. Sales between
or  among  SP and  their  respective  licensees,  distributors  trading  on SP'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 SP  PRODUCT.
Otherwise,  NET SALES shall only  include the  subsequent,  final sales to THIRD
PARTIES.
         1.31 "PRELIMINARY ANTIBODY PLAN" shall mean a plan for developing an SP
ANTIBODY PRODUCT in the form of Appendix C.
         1.32 "PRELIMINARY  DRUG PLAN" shall mean a plan for developing  screens
for and  screening  of TARGETS  to  discover  an SP DRUG  PRODUCT in the form of
Appendix C.
         1.33  "PROTEIN  RESEARCH  PLAN"  shall  mean a plan  for  research  and
development of a THERAPEUTIC  PROTEIN which includes,  at a minimum,  scientific
data,  research and development  efforts,  research and development  milestones,
sufficient  to  reasonably  monitor  diligence of  research/development  of such
THERAPEUTIC PROTEIN . An example of such a plan is shown in Appendix D.
                                        8
<PAGE>
         1.34  "PRODUCT(S)"   shall  mean  any  product,   process,   substance,
composition  or  service  which (i) is based on the use of or  derived by use of
LICENSED  TECHNOLOGY  and/or SP TECHNOLOGY  and/or (ii) is covered by a LICENSED
PATENT and/or claim of an SP PATENT which claims SP TECHNOLOGY and/or is covered
by a  COLLABORATION  PATENT as to which SP obtains rights under this  Agreement;
and/or  (iii) is  based on or is  derived  by use of a  TARGET  and/or  use of a
THERAPEUTIC  PROTEIN  as to  which  SP  obtains  rights  under  this  Agreement.
Notwithstanding  the previous  sentence,  an  incidental  or  immaterial  use of
LICENSED TECHNOLOGY , SP TECHNOLOGY, or a TARGET or a THERAPEUTIC PROTEIN from a
COLLABORATION PARTNER and/or HGS and/or SB, shall not cause a product,  process,
substance,  composition  or  service  to become a  PRODUCT.  Appendix E contains
representative, examples of incidental or immaterial use and material use but is
not intended by the parties to be an exhaustive  list of incidental,  immaterial
and/or material uses.
         1.35 "PROOF OF EFFICACY" shall mean proof of therapeutic  effectiveness
in a Phase II(a) Clinical Test based on biostatistical  methods, that supports a
determination to proceed with expanded controlled clinical trials.  "Phase II(a)
Clinical Test" shall mean a well-controlled clinical study conducted to evaluate
the  effectiveness  of the drug for a particular  indication or  indications  in
patients  with the disease or condition  under study and to determine the common
short-term side effects and risks associated with the drug.
         1.36    "RESEARCH PLAN" shall mean individually and collectively a DRUG
RESEARCH PLAN, PROTEIN RESEARCH PLAN and ANTIBODY RESEARCH PLAN.
                                        9
<PAGE>
         1.37 "SB" shall mean  SmithKline  Beecham  Corporation  and  SmithKline
Beecham, plc, and any past (from May 19, 1993 to the EFFECTIVE DATE), present or
future AFFILIATE thereof,  which AFFILIATE holds the relevant right and/or is or
was  or  will  be  necessary  or  required  to  perform  any  obligations  of SB
(including,   without  limitation,  those  which  have  performed  research  and
development of SPECIAL SB TECHNOLOGY)  under this Agreement  and/or to which any
of the rights and/or  obligations  of either of them are  subsequently  assigned
and/or delegated pursuant to Section 22 of this Agreement.
         1.38  "SOFTWARE"  shall mean  software  (together  with the source code
therefor and maintenance  files and  "Documentation"  as defined below) designed
and  developed by HGS prior to or during the INITIAL  RESEARCH TERM for analysis
of sequence  data with  respect to human DNA and  expression  products  thereof,
including,  without  limitation,  the specific software modules set forth in the
attached  Appendix  F.  "Documentation"  shall  include all  operating  and user
manuals, training materials guides, listings,  specifications and other material
used with the SOFTWARE.
         1.39  "SP  ANTIBODY  PRODUCT"  shall  mean a  PRODUCT  in the SP  FIELD
discovered  and/or  developed by or on behalf of SP or its licensee  which is an
ANTIBODY PRODUCT.
         1.40 "SP DRUG PRODUCT" shall mean a PRODUCT in the SP FIELD  discovered
and/or developed by or on behalf of SP or its licensee other than an SP ANTIBODY
PRODUCT and/or SP PROTEIN PRODUCT and/or a TARGET.
         1.41 "SP FIELD" shall mean the treatment  and/or  prevention of disease
in humans,  excluding  the HGS FIELD.  For  avoidance  of doubt,  in the event a
PRODUCT has both
                                       10
<PAGE>
therapeutic  and DIAGNOSTIC  use, the  therapeutic  use of such PRODUCT shall be
included in the SP FIELD.
         1.42 "SP PATENT(s)"  shall mean all patents and patent  applications to
the extent that they claim SP TECHNOLOGY,  which are or become owned by SP or to
which SP  otherwise  has,  now or in the  future,  the right to grant  licenses.
Included   within  the   definition   of  SP  PATENT   are  all   continuations,
continuations-in-part,  divisions,  patents  of  addition,  reissues,  renewals,
extensions,  registrations,  confirmations,  re-examinations  thereof,  and  any
provisional applications and all SPCs.
         1.43"SP  PRODUCT"  means SP DRUG  PRODUCT,  SP ANTIBODY  PRODUCT and SP
PROTEIN PRODUCT.
         1.44 "SP PROTEIN PRODUCT" shall mean a PRODUCT in the SP FIELD which is
a  THERAPEUTIC  PROTEIN  as to which SP gets  rights  under  Section  7 or under
Paragraph 9.3.
         1.45 "SP/SB AGREEMENT" shall mean that certain agreement between SP and
SB referred to in Paragraph 9.2 of this Agreement.
         1.46     "SP TECHNOLOGY" shall mean:
         (i) peptides and/or  polypeptides,  and/or  polynucleotides  and/or the
sequences  thereof  and/or  antibodies  and/or  clones  or  plasmids  containing
polynucleotides  which  (a) are  based on use of  LICENSED  TECHNOLOGY  by or on
behalf of SP,  and/or (b) are  derived by use of  LICENSED  TECHNOLOGY  by or on
behalf of SP and/or;  (c) are based on and/or  derived by use by or on behalf of
SP of a TARGET and/or  THERAPEUTIC  PROTEIN as to which SP obtains  rights under
this Agreement from a COLLABORATION PARTNER or SB.
                                       11
<PAGE>
         (ii)  therapeutic   compounds  and  potential   therapeutic   compounds
(including antibodies) developed by or on behalf of SP which are based on use of
or  derived  from use of item (i)  and/or  item (iii)  and/or  item (iv)  and/or
LICENSED TECHNOLOGY;
         (iii)  biological   information   developed  by  or  on  behalf  of  SP
specifically related to item (i) and/or item (ii) and/or LICENSED TECHNOLOGY ;
          (iv) screens  and/or  assays for  identifying  potential  therapeutics
(including  antibodies),  developed  by or on behalf of SP and which  screens or
assays are directed to and/or based on and/or  derived by use of item (i) and/or
item (iii) and/or LICENSED TECHNOLOGY;
         Items (i) through (iv) are included as SP TECHNOLOGY only to the extent
they are  obtained by or on behalf of or derived by or on behalf of SP after the
EFFECTIVE  DATE and prior to the  later of four (4)  years  after the end of the
INITIAL  RESEARCH  TERM or four (4) years  after the end of any  EXTENDED  TERM;
provided,  however,  that any of items  (i)-(iii)  which are  obtained  by or on
behalf of SP or  derived  by or on behalf of SP after such time shall also be SP
TECHNOLOGY  if it results from item (iv) within three (3) years after the screen
or assay becomes operational for use by or on behalf of SP as a screen or assay.
Notwithstanding   the  above,  an  incidental  or  immaterial  use  of  LICENSED
TECHNOLOGY  and/or a TARGET  and/or a  THERAPEUTIC  PROTEIN  shall not cause any
items (i) to (iv ) to become SP TECHNOLOGY.  Appendix E. contains representative
examples of incidental  or immaterial  use and material use, but is not intended
by the  parties  to be an  exhaustive  list  of  incidental,  immaterial  and/or
material uses.
         1.47 "SPC" shall mean a right based upon an underlying patent such as a
Supplementary Protection Certificate .
                                       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."

         1.48 "SPECIAL SB PATENT(S)"  means all patents and patent  applications
to the extent that they claim SPECIAL 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.  SPECIAL SB PATENTS include all continuations,  continuations-in-part,
divisions, patents of addition,  reissues,  renewals,  extensions registrations,
confirmations,  re-examinations thereof and any provisional applications and all
SPCs.
         1.49 "SPECIAL SB TECHNOLOGY" means  [***].
         1.50 "TARGET"  shall mean a GENE or expression  product  thereof (e.g.,
receptors,  enzymes or ion channels)  which could be used for screening or other
drug  discovery  purposes to identify  compounds  or  ANTIBODY  PRODUCTS  with a
biochemical or pharmaceutical effect.
         1.51  "TERRITORY"  shall mean all the countries and  territories in the
world.
         1.52 "THIRD PARTY(IES)" shall mean any party other than a party to this
Agreement or an AFFILIATE of SP or HGS or SB.
         1.53 "THERAPEUTIC PROTEIN" shall mean a polypeptide derived from a GENE
(excluding  ANTIBODY  PRODUCTS) which is potentially useful for the treatment or
prevention of a disease or disorder in humans.
                                       13
<PAGE>
         1.54 VACCINE" shall mean any substance which achieves a prophylactic or
therapeutic  effect by  inducing an  antigen-specific  humoral  and/or  cellular
immune system response excluding a GENE THERAPY VACCINE.

2.   SB AND HGS AND SP GRANTS AND COVENANTS
     --------------------------------------

         2.1 (a) Subject to the terms and conditions of this Agreement,  HGS and
SB, as the case may be, grant to SP a non-exclusive,  non-transferable worldwide
license under LICENSED TECHNOLOGY, LICENSED PATENTS and COLLABORATION PATENTS to
perform  research and  development  in the SP FIELD during the INITIAL  RESEARCH
TERM.
                  (b) Subject to the terms and conditions of this Agreement, HGS
and SB,  as the  case  may be,  grant  to SP a  non-exclusive,  non-transferable
worldwide license under LICENSED TECHNOLOGY,  LICENSED PATENTS and COLLABORATION
PATENTS to perform  research and development  during the EXTENDED TERM of (i) SP
DRUG  PRODUCTS,  (ii) SP  PROTEIN  PRODUCTS  , and  (iii) SP  ANTIBODY  PRODUCTS
encompassed by an ANTIBODY RESEARCH PLAN submitted by SP prior to the end of the
INITIAL RESEARCH TERM.
                  (c) Subject to the terms and conditions of this Agreement, HGS
and SB,  as the case  may be,  grant  to SP a  non-exclusive,  non-transferable,
worldwide license under LICENSED TECHNOLOGY, LICENSED PATENTS, and COLLABORATION
PATENTS to perform  research and development  after the INITIAL RESEARCH TERM of
(i) SP DRUG PRODUCTS  encompassed  by a DRUG RESEARCH PLAN submitted by SP prior
to the end of the INITIAL  RESEARCH TERM or the EXTENDED  TERM,  (ii) SP PROTEIN
PRODUCTS, (iii) SP ANTIBODY PRODUCTS encompassed by an ANTIBODY RESEARCH
                                       14
<PAGE>
PLAN  submitted by SP prior to the end of the INITIAL  RESEARCH  TERM,  and (iv)
TARGETS which are PRODUCTS  encompassed  by a DRUG RESEARCH PLAN submitted by SP
prior to the end of the INITIAL RESEARCH TERM or the EXTENDED TERM.
         2.2 Subject to the terms and conditions of this Agreement,  HGS and SB,
as the case may be,  grant to SP a  non-exclusive  worldwide  license  under (i)
LICENSED  TECHNOLOGY,  (ii) LICENSED  PATENTS with respect to claims directed to
TARGETS  which  are  PRODUCTS  and  the  manufacture  and  use  thereof,   (iii)
COLLABORATION  BLOCKING PATENTS,  and (iv) COLLABORATION TARGET PATENTS, in each
case to make, have made,  use,  import,  export,  offer to sell and sell SP DRUG
PRODUCT  and SP  ANTIBODY  PRODUCT  in the SP  FIELD.  In the case of an SP DRUG
PRODUCT,  such  license  is limited to SP DRUG  PRODUCTS  encompassed  by a DRUG
RESEARCH PLAN  submitted by SP prior to the end of the INITIAL  RESEARCH TERM or
EXTENDED  TERM,  and in the case of an SP  ANTIBODY  PRODUCT is limited to an SP
ANTIBODY PRODUCT  encompassed by an ANTIBODY RESEARCH PLAN submitted by SP prior
to the end of the INITIAL RESEARCH TERM.
         2.3  HGS  grants  to SP an  irrevocable,  royalty-free,  non-exclusive,
non-transferable,  worldwide  license to use  SOFTWARE to perform  research  and
development  after the INITIAL  RESEARCH  TERM.  The license  granted under this
Paragraph  2.3 is limited to  SOFTWARE  which is (i) owned by HGS and/or (ii) is
owned or  licensed by a THIRD  PARTY and  licensed  to HGS which  license to HGS
includes the right to grant  sublicenses.  To the extent that  acceptance of the
license  granted  under  this  Paragraph  2.3  would  obligate  SP or HGS to pay
royalties  and/or  license  fees to a THIRD PARTY based  solely upon SP's use of
SOFTWARE
                                       15
<PAGE>
owned or licensed by said THIRD PARTY and sublicensed to SP by HGS, SP shall, in
its sole discretion elect to (i) accept the SOFTWARE in its entirety and pay all
such royalties and/or licensee fees, (ii) obtain a direct license from the THIRD
PARTY owner of the SOFTWARE,  or (iii) accept the SOFTWARE with the exception of
the THIRD PARTY SOFTWARE for which royalties and/or license fees would have been
due. To the extent that SOFTWARE  includes  software  owned or licensed by THIRD
PARTIES which is not  sublicensable  by HGS, HGS will promptly  provide  written
notice to SP identifying  all such software and its owner,  and SP  acknowledges
and agrees that it must obtain the necessary  license(s) prior to using any such
software.
         2.4 Subject to the terms and conditions of this Agreement,  HGS and SB,
as the case may be, grant to SP an exclusive  worldwide  license in the SP FIELD
under LICENSED TECHNOLOGY, LICENSED PATENTS and COLLABORATION PROTEIN PATENTS to
research,  develop, make, have made, use, import, export, offer to sell and sell
SP PROTEIN PRODUCTS,  provided,  however,  that such license shall not extend to
VACCINES  to the  extent  that  prior  to SP  obtaining  exclusive  rights  to a
THERAPEUTIC  PROTEIN under Section 7 of this Agreement,  MERCK obtains exclusive
rights  to such  THERAPEUTIC  PROTEIN  as a  VACCINE  in the SP  FIELD  under an
agreement among SB, HGS and MERCK by which MERCK obtains  exclusive  rights to a
THERAPEUTIC PROTEIN as a VACCINE by the submission of data essentially identical
to the data required to obtain  rights to a THERAPEUTIC  PROTEIN under Section 7
of this Agreement prior to SP's submission of an information package pursuant to
Section 7 of this Agreement for such THERAPEUTIC PROTEIN.
                                       16
<PAGE>
         2.5 The licenses  granted to SP under  Paragraphs 2.1, 2.2, 2.4 and 2.6
shall be  sublicensable  by SP but only in accordance  with Paragraphs 2.8, 2.9,
2.10, 10.3 and 10.4.
         2.6 In the event that a SP PRODUCT is  DISCOVERED by or on behalf of SP
which is not  encompassed by a RESEARCH PLAN and for which  royalties are due to
HGS  under  this  Agreement,  SP  may  request  in  writing  that  HGS  grant  a
non-exclusive  license  in the SP  FIELD  under  HGS  PATENTS  covering  such SP
PRODUCT.  HGS shall grant such a license,  to the extent that it has the ability
to do so, provided, however, that HGS can refuse to grant the license if, at the
time of receipt of the request  from SP, HGS has an ongoing  program of research
and  development  for a  PRODUCT  which  is  "essentially  the  same" as such SP
PRODUCT.  For purposes of this Paragraph,  the term "essentially the same" shall
mean that an SP PRODUCT and a PRODUCT being  developed by HGS are  substantially
the same  chemical  entity,  for  example,  a  THERAPEUTIC  PROTEIN and a mutein
thereof.
         2.7  Notwithstanding any exclusive rights granted to SP with respect to
a THERAPEUTIC PROTEIN, SP acknowledges and agrees that HGS, SB and COLLABORATION
PARTNERS,  as the case may be,  retain  the  right  under  LICENSED  TECHNOLOGY,
LICENSED PATENTS and COLLABORATION  PROTEIN PATENTS to use a THERAPEUTIC PROTEIN
as to which SP  obtains  rights  under  Section 7 as a TARGET  and to  research,
develop,  make, have made, use,  import,  export,  offer to sell and sell a DRUG
PRODUCT or ANTIBODY PRODUCT.
         2.8 (a) During and after the INITIAL RESEARCH TERM, SP agrees to use SP
TECHNOLOGY and SP PATENTS only in the SP FIELD. After the INITIAL RESEARCH
                                       17
<PAGE>
TERM,  the use of SP  TECHNOLOGY to the extent  available to the general  public
through  publications  made by third  parties  independent  of SP shall not be a
breach of this paragraph 2.8.
                  (b) During and after the INITIAL  RESEARCH  TERM, SP agrees to
use LICENSED  TECHNOLOGY,  COLLABORATION  PATENTS and  LICENSED  PATENTS only as
licensed  and  permitted  hereunder.  After the INITIAL  RESEARCH  TERM,  (i) an
incidental  or  immaterial  use of  LICENSED  TECHNOLOGY  and/or (ii) the use of
LICENSED  TECHNOLOGY  to the extent  available to the general  public and to the
extent not covered by a granted LICENSED  PATENT,  shall not be a breach of this
paragraph 2.8.
         2.9 Except as permitted under Section 10, SP agrees not to grant to any
THIRD PARTY  (IES) any rights or  licenses  in or to an SP PRODUCT  until SP has
established PROOF OF EFFICACY for such SP PRODUCT.
         2.10 The  rights  and  licenses  granted to SP by HGS and SB under this
Agreement  and rights to SP  TECHNOLOGY  and SP PATENTS  are  licensable  and/or
transferable by SP to a THIRD PARTY only with respect to an SP PRODUCT, and only
pursuant to an  Agreement by which SP grants a license to a THIRD PARTY to an SP
PRODUCT as permitted  under Paragraph 2.9, or as permitted under Section 10, and
in which the THIRD PARTY (IES) agree(s) to covenants and obligations which limit
the use of SP PRODUCTS, LICENSED TECHNOLOGY, LICENSED PATENTS, SP TECHNOLOGY and
SP PATENTS which are  essentially  identical to the covenants and obligations of
SP to HGS and SB under this Agreement.
         2.11(a)  Subject  to the terms and  conditions  of this  Agreement,  SP
grants to HGS an  exclusive  worldwide  license  (with the right to  sublicense)
under SP PATENTS to make, have
                                       18
<PAGE>
made, use, export,  import,  offer to sell and sell  THERAPEUTIC  PROTEINS as to
which HGS or SB has obtained exclusive rights under Section 7.
                  (b)  Subject to the terms and  conditions  of this  Agreement,
including  the retained  right of SP under  Paragraph  2.13, SP grants to HGS an
exclusive  worldwide  license under SP PATENTS to make, have made, use,  export,
import,  offer to sell and sell THERAPEUTIC PROTEINS as to which a COLLABORATION
PARTNER has obtained  exclusive  rights under terms and  conditions  essentially
identical to Paragraph 7.1 for the sole purpose of granting a sublicense to such
COLLABORATION PARTNER. The license granted under this Paragraph 2.11(b) may only
be  sublicensed  to a  COLLABORATION  PARTNER who has entered  into an agreement
granting  essentially  identical rights to HGS and/or SB under all COLLABORATION
PROTEIN  PATENTS  owned  by the  COLLABORATION  PARTNER  and  which  rights  are
licensable  to SP for  THERAPEUTIC  PROTEINS  as to which SP  obtains  exclusive
rights under Section 7.
         2.12 Subject to the terms and conditions of this  Agreement,  SP grants
to HGS a  non-exclusive  worldwide,  royalty-free  license  (with  the  right to
sublicense) under SP PATENTS to make, have made, use, import,  offer to sell and
sell any and all products and processes in the HGS FIELD. The license granted in
this  paragraph  with respect to GENE THERAPY  shall be subject to the terms and
conditions of any agreement between HGS and SP with respect to GENE THERAPY.
         2.13 Notwithstanding any exclusive rights granted by SP with respect to
a  THERAPEUTIC  PROTEIN,  HGS and SB  acknowledge  and agree that SP retains the
right  under SP PATENTS and SP  TECHNOLOGY  to use a  THERAPEUTIC  PROTEIN as to
which
                                       19
<PAGE>
HGS, SB or a  COLLABORATION  PARTNER  obtains rights under Section 7 as a TARGET
and to research,  develop,  make, have made, use, import,  export, offer to sell
and sell a SP DRUG PRODUCT or SP ANTIBODY PRODUCT.
         2.14 Subject to the terms and conditions of this Agreement, SP grants a
non-exclusive,  royalty-free  license  to HGS and SB under (i) SP PATENTS to use
TARGETS which are PRODUCTS  developed by SP during the INITIAL  RESEARCH TERM or
EXTENDED TERM, and (ii) BLOCKING CLAIMS of SP PATENTS, in each case to research,
develop,  make,  have made,  use,  import,  export,  offer to sell and sell DRUG
PRODUCTS and ANTIBODY PRODUCTS other than SP PRODUCTS.  Such TARGETS need not be
disclosed  by SP to HGS or SB until such  TARGETS are  disclosed  to the public;
e.g.,  by  publication  of a patent  application.  HGS  shall  have the right to
sublicense  such rights to TARGETS which are PRODUCTS and BLOCKING  CLAIMS under
SP PATENTS to each COLLABORATION PARTNER and will grant such sublicenses only to
the extent that the COLLABORATION PARTNER(S) grants essentially identical rights
to HGS and/or SB under  COLLABORATION  PATENTS to TARGETS which are PRODUCTS and
BLOCKING CLAIMS which rights are or will be licensed to SP hereunder .
         2.15 HGS agrees not to grant any rights or licenses to any THIRD PARTY,
other than a COLLABORATION  PARTNER,  under HGS TECHNOLOGY and/or HGS PATENTS in
the SP FIELD with respect to (i) use of TARGETS which are PRODUCTS for screening
for DRUG  PRODUCTS  during the INITIAL  RESEARCH  TERM  and/or (ii)  THERAPEUTIC
PROTEINS  during  the  INITIAL  RESEARCH  TERM  other than those as to which HGS
obtains exclusive rights under Section 7, and/or (iii)  THERAPEUTIC  PROTEINS as
to which SP obtains and
                                       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."

maintains  exclusive  rights under Section 7 or as to which SP has exercised its
option under Section 9.

3.       PAYMENTS AND ROYALTIES
         ----------------------       
         3.1 (a) SP agrees to pay to HGS as an  upfront  fee an amount  equal to
[***]  which  shall be due and  payable  in five equal  payments  with the first
payment being due and payable ten (10) days after the EFFECTIVE DATE and each of
the second  through  fifth  payments  being due and payable on the first through
fourth  anniversaries  of the EFFECTIVE DATE,  respectively.  All payments to be
made hereunder  shall be by wire transfer of immediately  available  funds to an
account designated by HGS.
             (b) In the  event  that any  payment  due and  payable  under  this
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 to SP of such  failure,  or if
this  Agreement is  terminated  by HGS  pursuant to Section 13 hereof,  then all
amounts  which are to be paid under  Paragraph  3.1(a)  which have not been paid
shall  become  immediately  due and  payable at the end of such  thirty (30) day
period.
         3.2  Subject to  Paragraphs  3.3,  3.5 and 3.6, SP shall pay to HGS the
following royalties on NET SALES of each SP PRODUCT sold by SP or its respective
licensees  ,  distributors  trading on SP's  account or joint  ventures or other
associated  companies,  which  royalty shall be calculated on a SP PRODUCT by SP
PRODUCT  basis,  with the  applicable  royalty  rate(s) for each SP PRODUCT in a
calendar  year  being  based on  worldwide  NET SALES for such SP PRODUCT in the
calendar  year  and  these  determined  royalty  rate(s)  being  applied  to all
worldwide NET SALES of such SP PRODUCT in such calendar year.
                                       21
<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."

                              SP PROTEIN PRODUCT
         Net Sales              OR SP ANTIBODY
(U.S. Dollars in Millions)          PRODUCT           SP DRUG PRODUCT

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




         By way of example and for avoidance of doubt,  if an SP PROTEIN PRODUCT
or an SP  ANTIBODY  PRODUCT  shall  have  applicable  worldwide  NET  SALES in a
calendar year of [***], then the royalty rates and royalties owed shall be [***]
on all sales of such SP PROTEIN PRODUCT or SP ANTIBODY PRODUCT.
         3.3 (a) With  respect to any SP PRODUCT in any country in any  calendar
year,  in the event  that SP also owes  royalties  to a THIRD  PARTY for such SP
PRODUCT in such country for such calendar  year and the royalties  actually owed
to such THIRD PARTY when  aggregated  with the royalties owed to HGS for such SP
PRODUCT in such country in such  calendar  year  (hereafter  for the purposes of
this Paragraph 3.3 shall be "Aggregated  Royalties")  causes the royalty rate on
NET SALES for such SP PRODUCT in such  country in such  calendar  year to exceed
[***] , then  one-half of the  royalties  which are to be actually  paid to such
THIRD PARTY may be credited against the royalties due to HGS for such SP PRODUCT
in such country in such  calendar  year,  but in no event shall the royalty rate
payable to HGS be reduced to less than [***], nor shall the Aggregated Royalties
for such SP PRODUCT be reduced to less than [***].
                                       22
<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."

                  (b) With  respect  to an SP  PROTEIN  PRODUCT  as to which the
making, having made, using, selling,  importing,  exporting or offering for sale
is not covered by a granted claim of a LICENSED  PATENT and as to which at least
[***]and  less than [***] of the full length cDNA  coding  sequence  for, or the
cDNA  corresponding  to the amino acid  sequence  of the final form of,  such SP
PROTEIN  PRODUCT  is  independently  identified  by SP without  use of  LICENSED
TECHNOLOGY or SP TECHNOLOGY, the royalties due for such SP PROTEIN PRODUCT under
Paragraph 3.2 shall be reduced by [***].
         3.4 SP shall make the following  milestone  payments to HGS for each SP
PRODUCT,  which  milestone  payment shall be due and payable  within thirty (30)
days after the  milestone  event is achieved by or on behalf of SP or a licensee
of  SP.  All  payments  to be  made  hereunder  shall  be by  wire  transfer  of
immediately available funds to an account designated by HGS.

                           (i) [***] upon  successful  completion of Phase I for
an SP PRODUCT,  except that for an SP PROTEIN  PRODUCT this  milestone  shall be
split with [***] upon  successful  completion  of Phase I and another [***] upon
successful completion of Phase II(a);      
                           (ii) [***] upon first  submission  of an  application
for regulatory approval of an SP PRODUCT in a MAJOR MARKET;
                           (iii) [***] upon the first  approval of an SP PRODUCT
for commercial sale in a MAJOR MARKET (provided,  however,  that any pricing and
third  party  reimbursement   approvals  (including   governmental  pricing  and
reimbursement  approvals  as  necessary  for  sale of the SP  PRODUCT  are  also
received).

                                      23
<PAGE>
         The milestone  payments  provided in this paragraph  shall only be made
once for each SP 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 an SP PRODUCT for which the
payments were previously made.
         3.5 Royalty obligations under this Agreement and any agreements that SP
shall enter into with a licensee, with respect to SP PRODUCT, shall terminate on
a country-by-country and  product-by-product  basis on the later of (i) ten (10)
years after first  country-wide  launch of each  product in each country or (ii)
expiration of the last to expire SP PATENT or LICENSED  PATENT or  COLLABORATION
PATENT licensed to SP under this Agreement which covers the making, having made,
importing,  exporting,  offering to sell or using or selling of each  product in
each country.
         3.6 SP shall not be obligated to pay royalties  under  Paragraph 3.2 or
milestones under Paragraph 3.4 with respect to any of the following:
                  (a) SP PROTEIN  PRODUCT as to which the making,  having  made,
using,  importing,  exporting,  offering to sell and selling is not covered by a
granted claim of a LICENSED PATENT or COLLABORATION  PATENT licensed to SP under
this Agreement and of which at least 95% of the full length cDNA coding sequence
for, or the cDNA  corresponding to the amino acid sequence of the final form of,
such SP  PROTEIN  PRODUCT  is  independently  identified  by SP  without  use of
LICENSED TECHNOLOGY or SP TECHNOLOGY.
                  (b)  SP  DRUG  PRODUCT  or  SP  ANTIBODY   PRODUCT   which  is
encompassed by a DRUG RESEARCH PLAN or ANTIBODY RESEARCH PLAN submitted
                                       24
<PAGE>
by SP in  accordance  with this  Agreement  which SP DRUG PRODUCT or SP ANTIBODY
PRODUCT is not covered by a claim of a granted  LICENSED PATENT or COLLABORATION
PATENT licensed to SP under this Agreement and in the case of SP DRUG PRODUCT is
DISCOVERED  after  the  later of (i) four  years  after  the end of the  INITIAL
RESEARCH  TERM or (ii) four years after the end of the EXTENDED  TERM and in the
case of SP ANTIBODY  PRODUCT is DISCOVERED after four years after the end of the
INITIAL RESEARCH TERM;
                  (c) SP PRODUCT which is DISCOVERED  after the INITIAL RESEARCH
TERM,  or in the  case of a SP DRUG  PRODUCT  after  the  later  of the  INITIAL
RESEARCH TERM or the EXTENDED TERM, and which SP PRODUCT is not encompassed by a
RESEARCH PLAN submitted by SP under this Agreement, and the only reason why such
SP PRODUCT is SP PRODUCT is because of use of one or more of the following:  (i)
use of unpatented  LICENSED TECHNOLOGY after the later of the end of the INITIAL
RESEARCH TERM or EXTENDED TERM which LICENSED TECHNOLOGY at the time of such use
is generally available to the public, and/or (ii) use of SP TECHNOLOGY developed
after the later of the end of the INITIAL  RESEARCH  TERM or EXTENDED TERM which
is SP  TECHNOLOGY  only as the result of use of unpatented  LICENSED  TECHNOLOGY
which is generally available to the public at the time of such use, and/or (iii)
use of  SOFTWARE  after the  later of the end of the  INITIAL  RESEARCH  TERM or
EXTENDED TERM.
                  (d) SP  PRODUCT  which is  DISCOVERED  after the later of four
years after the end of the INITIAL  RESEARCH  TERM or  EXTENDED  TERM,  which SP
PRODUCT is not encompassed by a RESEARCH PLAN submitted by SP in accordance with
this Agreement
                                       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."

and which SP PRODUCT is an SP PRODUCT  only  because  the SP PRODUCT is based on
the use of or derived by the use of SP TECHNOLOGY.
                  (e) SP  PRODUCT  for which SB is granted  co-promotion  rights
under the SP/SB AGREEMENT.
                  (f) SP DRUG PRODUCT or SP ANTIBODY PRODUCT which is DISCOVERED
by or on  behalf  of SP  which  is a SP DRUG  PRODUCT  or SP  ANTIBODY  PRODUCT,
respectively,  only as a result  of the use of a TARGET as to which at least 95%
of the full length cDNA coding  sequence for, or the cDNA  corresponding  to the
amino  acid  sequence  of the  final  form  of,  such  TARGET  is  independently
identified by SP without use of LICENSED TECHNOLOGY or SP TECHNOLOGY,  and where
neither the SP DRUG PRODUCT nor SP ANTIBODY PRODUCT nor the TARGET is covered by
a granted claim of a LICENSED PATENT or COLLABORATION PATENT.
         3.7 [***] of all payments to be made by SP pursuant to Sections 3.1 and
3.4 shall be paid by [***] and [***] shall be paid by [***].  All payments to be
made by SP  pursuant  to  Section  3.2  shall be  apportioned  between  Schering
Corporation  and  Schering-Plough  Ltd.  according to the  provisions of Section
12.5. The foregoing  notwithstanding,  Schering  Corporation and Schering-Plough
Ltd.  are jointly  and  severally  liable for any and all  payments by SP to HGS
pursuant to this Section 3, provided that payments made by Schering-Plough  Ltd.
does not cause HGS to be subject to additional  taxes and/or a  withholding  tax
solely as a result of such payments  being made by Schering-  Plough Ltd. In the
event that (i) payments made by Schering-Plough, Ltd. cause HGS to be subject to
additional taxes and/or withholding tax, and (ii) such additional taxes and/or
                                       26
<PAGE>
withholding  tax are due  solely  as a result  of such  payments  being  made by
Schering-Plough, Ltd., then SP and HGS shall agree upon an alternative manner of
payment.
         3.8 The manner in which  statements and remittances of royalty payments
are handled are as set forth in Section 12 hereof.

4.       RESEARCH TERM AND RESEARCH PLANS
         --------------------------------

         4.1      The INITIAL RESEARCH TERM shall terminate five years after the
EFFECTIVE DATE.
         4.2 The INITIAL RESEARCH TERM may be extended for up to five additional
years by written notice  provided to HGS by SP 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.  A payment of [xxx] for each  additional
year shall be due within ten (10) days of the end of the INITIAL  RESEARCH  TERM
or the end of any one year extension thereof, as the case may be.
         4.3 A DRUG  RESEARCH  PLAN and/or a  PRELIMINARY  DRUG PLAN may only be
submitted  to HGS by SP during the INITIAL  RESEARCH  TERM  and/or the  EXTENDED
TERM. An ANTIBODY  RESEARCH PLAN and/or a PRELIMINARY  ANTIBODY PLAN may only be
submitted by SP to HGS during the INITIAL RESEARCH TERM.
          4.4 A PROTEIN  RESEARCH PLAN may only be submitted by SP to HGS during
the INITIAL  RESEARCH TERM and only in accordance with Section 7. Such a PROTEIN
RESEARCH  PLAN  shall be deemed  to also be an  ANTIBODY  RESEARCH  PLAN for all
antibodies against the THERAPEUTIC PROTEIN.
                                       27
<PAGE>
          4.5 (a) SP agrees  that SP will not  initiate  screening  to  evaluate
multiple  chemical  entities for activity or a formal  program of rational  drug
design (i) with respect to a TARGET which is a PRODUCT,  or with respect to a SP
DRUG  PRODUCT,  during the INITIAL  RESEARCH TERM or EXTENDED TERM without first
submitting  a  PRELIMINARY  DRUG PLAN,  or (ii) with  respect to an SP  ANTIBODY
PRODUCT without first  submitting to HGS a PRELIMINARY  ANTIBODY PLAN during the
INITIAL RESEARCH TERM.
             (b) In the event that a DRUG RESEARCH  PLAN  submitted by SP to HGS
is directed to the use of a TARGET  which was  DISCOVERED  by or on behalf of SP
without the  assistance  of HGS and/or SB and/or a  COLLABORATION  PARTNER,  HGS
agrees not to use such TARGET and/or any biological  information with respect to
such TARGET  contained in the DRUG  RESEARCH PLAN until such TARGET is generally
identified  to the  public,  unless  HGS has  initiated  use  thereof  prior  to
submission of such DRUG  RESEARCH  PLAN or HGS and/or SB and/or a  COLLABORATION
PARTNER  DISCOVERS  such TARGET prior to receipt of the DRUG  RESEARCH PLAN from
SP.
             (c) HGS  agrees  not to  disclose  to SB  and/or a THIRD  PARTY any
RESEARCH PLANS  submitted by SP, or TARGETS  encompassed by such RESEARCH PLANS,
provided,  however, that HGS may disclose TARGETS to the extent disclosed to the
public.
         4.6 With  respect to each TARGET  encompassed  by an ANTIBODY  RESEARCH
PLAN,  SP shall  identify to HGS in writing the full length DNA coding  sequence
therefor promptly after such DNA coding sequence is available to the public.
                                       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."

         4.7 With respect to each TARGET encompassed by a DRUG RESEARCH PLAN, SP
shall  identify to HGS in writing the full length DNA coding  sequence  therefor
promptly after such DNA coding sequence is available to the public.

5.       ADDITIONAL PAYMENTS
         -------------------

         5.1 (a) In  support  of HGS'  research,  SP shall pay to HGS a total of
[***] which shall be due and payable as follows:
                           (i) [***]  within ten (10) days  after the  EFFECTIVE
DATE:
                           (ii)  [***]  on  each  of the  first  through  fourth
anniversaries of the EFFECTIVE DATE.
             (b) In the event that any payment due and payable  under  Paragraph
5.1(a) is not paid  when due and  payable  and  remains  unpaid  for a period of
thirty (30) days after written  notice by HGS to SP of such failure,  or if this
Agreement is  terminated  by HGS under Section 13, then all amounts which are to
be paid under Paragraph 5.1(a) which have not been paid shall become immediately
due and payable at the end of such thirty (30) day period.

6.       TECHNOLOGY TRANSFER AND ADDITIONAL LICENSED TECHNOLOGY
         ------------------------------------------------------

         6.1 (a) Promptly after the EFFECTIVE DATE, HGS shall disclose to SP all
information which is HGS TECHNOLOGY.
                  (b) Throughout the INITIAL  RESEARCH TERM,  except as provided
in Paragraph 6.2, HGS shall promptly provide to SP all information  which is HGS
TECHNOLOGY and materials (as available to HGS and as reasonably requested by SP)
which  are  HGS  TECHNOLOGY  including,   without  limitation,  (i)  preliminary
annotation data of DNA
                                       29
<PAGE>
sequences which are HGS TECHNOLOGY such as tissue source; library specifications
for libraries  from which DNA sequences  which are HGS  TECHNOLOGY are obtained;
(ii) sequence  homologies  and motif searches with respect to DNA sequences (and
encoded  polypeptides)  which are HGS TECHNOLOGY;  (iii) biological  information
obtained by HGS with respect to DNA sequences and encoded polypeptides which are
HGS TECHNOLOGY; and (iv) clones containing sequences which are HGS TECHNOLOGY as
available  to HGS and as  reasonably  requested by SP; and (v)  expression  cell
lines and vectors, as reasonably  requested by SP and as available to HGS and to
the extent that HGS is not  contractually  precluded from providing them, is for
the sole purpose of research and development in the SP FIELD. SP understands and
agrees that  experimental data relating to  characterization  of DNA and encoded
polypeptides are not included in this Paragraph 6.1(b).
                  (c) Except as otherwise set forth herein, HGS TECHNOLOGY to be
provided to SP pursuant to Paragraphs 6.1(a) and 6.1(b)(i), (ii) and (iii) shall
be in the form of  electronic  transfers  of the HGS  TECHNOLOGY  and HGS  shall
deliver the HGS  TECHNOLOGY to SP in a manner and format which is compatible for
use with the SOFTWARE.
                  (d) Promptly  after the  EFFECTIVE  DATE,  HGS will provide SP
with printouts of HGS full length gene reports which are HGS  TECHNOLOGY  and/or
SPECIAL SB TECHNOLOGY, which reports shall be sorted by THERAPEUTIC PROTEINS and
TARGETS.
                  (e) SB shall promptly  disclose to SP all information which is
SPECIAL SB  TECHNOLOGY,  which  shall be  disclosed  to SP directly by SB and/or
through HGS. SB agrees that it will provide SP promptly after the EFFECTIVE DATE
with an inventory (including
                                       30
<PAGE>
TARGET  descriptions and code numbers) of all SPECIAL SB TECHNOLOGY.  A template
of the form in which  the  SPECIAL  SB  TECHNOLOGY  is  generally  available  is
attached as Appendix H of this Agreement.  SB further agrees that promptly after
the EFFECTIVE DATE it shall make reasonably available to SP, as mutually agreed,
the  appropriate SB personnel  necessary to meet with  representatives  of SP to
provide  details of  biological  information  which is SPECIAL SB  TECHNOLOGY to
enable  such  representatives  of SP to  prioritize  the  delivery of SPECIAL SB
TECHNOLOGY  from SB and/or HGS to SP.  Both SB and SP agree to act in good faith
to effect the prompt and orderly  delivery of all SPECIAL SB TECHNOLOGY to SP in
accordance  with SP priorities.  SB agrees that such delivery shall be completed
no later than ninety (90) days after the EFFECTIVE DATE.
         6.2  HGS  shall  not  be  required  to  transfer  to SP  sequence  data
consisting of second walks and full length  sequences or biological  information
or  clones,  in each case which are HGS  TECHNOLOGY  with  respect to  potential
THERAPEUTIC  PROTEINS,  until HGS,  SP, SB or a  COLLABORATION  PARTNER  obtains
exclusive rights thereto pursuant to Section 7. The preceding sentence shall not
apply to second walks performed by HGS at the specific request of SP.
         6.3 The transfer of LICENSED  TECHNOLOGY  to SP shall be  documented by
HGS and SB, as the case may be. Such  documentation  shall  include,  but not be
limited to,  transfer  of LICENSED  TECHNOLOGY  to SP  electronically  and/or in
writing  and/or,  in the case of oral  transfer,  by written notice to SP of the
substance of such oral transfer.
         6.4 At the  later  of the  end of  the  INITIAL  RESEARCH  TERM  or the
EXTENDED  TERM, as the case may be, SP shall  promptly  return to HGS and SB, as
the case may be, any
                                       31
<PAGE>
and all  LICENSED  TECHNOLOGY  other  than  LICENSED  TECHNOLOGY  as to which SP
retains a license hereunder,  including, without limitation, LICENSED TECHNOLOGY
which is not deemed confidential in accordance with Paragraph 10.2.
         6.5 SP agrees to maintain security measures  (including but not limited
to computer and computer  network  security  measures)  for LICENSED  TECHNOLOGY
which are similar to the measures  currently employed by SP to safeguard its own
confidential  information.  These security measures have been discussed with HGS
and SB which both agree that such security measures are acceptable to HGS and SB
respectively.
          6.6 (a) To the  extent it has not  already  been  provided  to SP, HGS
shall provide to SP, promptly  following the EFFECTIVE DATE,  without additional
charge,  initial  copies of the  SOFTWARE  and  thereafter,  during the  INITIAL
RESEARCH  TERM,  as they become  available,  copies of any  enhancements  to the
SOFTWARE  made  by  HGS  during  the  INITIAL   RESEARCH  TERM,   including  all
modifications  to the SOFTWARE which  increase the speed,  efficiency or ease of
operation  of the  SOFTWARE,  or add  additional  capabilities  to or  otherwise
improve the functions of the SOFTWARE.
             (b) For a period of two years after the EFFECTIVE  DATE,  HGS shall
provide to SP, without  additional  charge,  all necessary  telephone or on-site
consultation  requested by SP in  connection  with its use and  operation of the
SOFTWARE or any problems therewith.  Telephone consultation shall be provided by
HGS during normal business hours.
             (c)  SP  shall  have  the  right,   in  its  own   discretion,   to
independently modify the SOFTWARE for its own purposes and use SOFTWARE, through
the services of its own employees or of independent  contractors,  provided that
same agree not to disclose or distribute

                                       32
<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."

any part of the  SOFTWARE  to any other  person or entity or  otherwise  violate
HGS's  proprietary   rights  therein.   SP  shall  be  the  owner  of  any  such
modification.   SP  may,  at  its  sole   discretion,   provide  such   SOFTWARE
modifications  to HGS,  which will be retained by HGS in confidence and will not
be disclosed to SB, a COLLABORATION PARTNER or any THIRD PARTY without the prior
written consent of SP. HGS shall not incorporate any such  modification into its
software for  distribution  to SB,  COLLABORATION  PARTNERS or THIRD  PARTY(IES)
unless SP (in its sole  discretion)  first  consents  in  writing  and HGS first
agrees to pay SP a reasonable  royalty,  pursuant to mutually agreed upon terms.
SP acknowledges and agrees that SOFTWARE and any modified SOFTWARE  developed by
or on behalf of SP may only be used by or for SP and may not be  transferred  to
SB or a THIRD PARTY.
         6.7  During  the  INITIAL  RESEARCH  TERM SP 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 SP) as mutually agreed by HGS and SP,
subject to timely receipt by HGS of directions regarding  prioritization  and/or
cDNA libraries suitable for such sequencing from SP. All such expressed sequence
tags and the clones  containing  such expressed  sequence tags shall be owned by
HGS and shall be HGS TECHNOLOGY under this Agreement.
         6.8 During the INITIAL  RESEARCH  TERM,  HGS shall  maintain its annual
human cDNA sequencing activities at a level at least commensurate with the level
of human cDNA  sequencing  during the one year period  immediately  prior to the
EFFECTIVE DATE.
                                       33
<PAGE>
         6.9 SP may request additional research services from HGS at HGS's fully
allocated  cost where HGS and SP mutually  agree  thereto.  For sequencing of SP
libraries under this Paragraph, HGS will not use or disclose sequences sequenced
from such  libraries  to  COLLABORATION  PARTNERS or SB until twelve (12) months
after delivery of such sequences to SP.
         6.10 HGS shall  have the  right to delay  for a period  of (12)  months
disclosure to SP of such HGS TECHNOLOGY resulting from work performed by HGS for
a  COLLABORATION  PARTNER or SB pursuant to a provision of an  agreement  with a
COLLABORATION PARTNER or the COLLABORATION AGREEMENT similar to Paragraph 6.9 of
this Agreement.
         6.11 Any sequences and clones  containing such sequences  arising under
Pargraph 6.9 shall be owned by HGS and are HGS TECHNOLOGY.

7.       THERAPEUTIC PROTEINS
         --------------------

         7.1 SP,  a  COLLABORATION  PARTNER,  HGS or SB shall  obtain  exclusive
rights to any specific  THERAPEUTIC  PROTEIN  which is a PRODUCT in the SP FIELD
provided:
                  (a) as among SP, HGS, SB and such COLLABORATION  PARTNER, such
entity is the first to submit to HGS,  or in the case of HGS to submit to SB, an
information  package as permitted under this Agreement (or an agreement  between
SB and/or HGS and each of the  COLLABORATION  PARTNERS)  prior to the end of the
INITIAL RESEARCH TERM which:
                  (i) demonstrates  evidence of in vivo biological  activity for
any such THERAPEUTIC PROTEIN.  Such evidence of in vivo biological activity must
be statistically
                                       34
<PAGE>
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
                   (ii) in the case of a  THERAPEUTIC  PROTEIN  (a) for which in
vivo  activity  cannot be  demonstrated  after bone fide attempts to do so in at
least two (2)  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 sub-primates,  demonstrates
evidence of in vitro biological  activity in at least one (1) relevant  cellular
based  assay  for any  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 (3)  concentrations of the test substance in which at least
a trend of dose related activity is demonstrated.
              The preparation used to demonstrate biological activity shall be:
                  (i) a purified  preparation in which at least 75% (w/w) of the
                  protein  component  of  the  preparation  is  the  THERAPEUTIC
                  PROTEIN; or
                  (ii)  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.
                                       35
<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."

         In no case shall the  concentration of the THERAPEUTIC  PROTEIN be less
than 1 microgram/ml.  in the purified  preparation of (i) or (ii). Such purified
preparation  shall  be  shown  to  have  a  biological  activity  which  is  not
attributable to endotoxin contamination; and
                  (b) exclusive rights to such THERAPEUTIC PROTEIN have not been
previously  given to SB or HGS or SP or a COLLABORATION  PARTNER as the case may
be in accordance with the  requirements of this Paragraph 7.1 or under Paragraph
7.2; and
                  (c) SP, HGS, the COLLABORATION  PARTNERS or SB as the case may
be, submits with the information package a PROTEIN RESEARCH PLAN therefor.
         7.2 SP  acknowledges  and agrees  that rights are not  available  to SP
under this Section with respect to the following THERAPEUTIC PROTEINS:

                  Therapeutic Protein                HGS Sequence ID
                                                     ---------------

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


         It is  understood  that  the  HGS  Sequence  ID is  for  identification
purposes only and that,  for purposes of paragraph 7.1 and this  paragraph  7.2,
all  clones and  sequences  and  polypeptides  associated  with the  THERAPEUTIC
PROTEIN as well as muteins  and  fragments  thereof  are  included in the rights
granted herein.
                                       36
<PAGE>
         7.3  (a)  Within  ninety  (90)  days  from  the  receipt  by SP of  HGS
TECHNOLOGY in existence as of the EFFECTIVE DATE in the form of full length gene
reports,  relevant to THERAPEUTIC PROTEINS which are PRODUCTS, SP shall have the
right to obtain exclusive rights to two (2) THERAPEUTIC PROTEINS under Paragraph
7.1 without meeting the evidence requirements of Paragraph 7.1 (a).
                  (b) To the extent  available to HGS as of the EFFECTIVE  DATE,
HGS shall provide SP with  reasonable  quantities of THERAPEUTIC  PROTEINS which
are HGS TECHNOLOGY.
                  (c)  HGS  will  also  promptly  provide  to  SP  all  material
information  relating to the granted patents and pending patent  applications in
existence as of the EFFECTIVE DATE for each THERAPEUTIC PROTEIN.
         7.4 The rights  granted to a  THERAPEUTIC  PROTEIN under this Section 7
and Paragraph 2.4 includes muteins and fragments thereof.
         7.5 HGS shall notify SP in writing as to whether or not SP has obtained
exclusive  rights to a THERAPEUTIC  PROTEIN under this Section 7 within ten (10)
business  days  after  submission  of an  information  package to HGS by SP. The
failure of HGS to respond within such period shall be deemed to be  notification
that the information package meets the requirements of this Section 7.
         7.6 In the  event  that  SP is  notified  that an  information  package
submitted  by  SP  does  not  meet  the  requirements  of  Paragraph  7.1,  such
notification  shall include the reasons as to why such information  package does
not meet such  requirements.  If the  reason for such  notification  is that the
information package did not include the data and/or RESEARCH PLAN required
                                       37
<PAGE>
by Paragraph 7.1 and SP disagrees with such notification,  then HGS and SP shall
attempt to resolve such  differences  including by  discussions  between  senior
management of HGS and SP, if necessary.  If such dispute is not resolved  within
twenty (20) days, then SP shall have the right to submit such dispute to binding
arbitration  under  Section 29 and if SP fails to do so, then the decision  that
such information  package did not meet such requirements shall be binding on SP.
If there is a dispute under this Agreement  and/or the  COLLABORATION  AGREEMENT
and/or an agreement with a  COLLABORATION  PARTNER with respect to a THERAPEUTIC
PROTEIN  as to  whether  or not a party  thereto  was the  first  to  submit  an
information  package meeting the  requirements of paragraph 7.1 (or requirements
essentially  identical thereto),  then no rights will be granted with respect to
such THERAPEUTIC PROTEIN until such dispute is resolved. In the event that SP is
notified that HGS, SB or a COLLABORATION  PARTNER has, prior to SP, submitted an
information  package and PROTEIN RESEARCH PLAN for the same THERAPEUTIC  PROTEIN
for which SP has also filed an  information  package and PROTEIN  RESEARCH PLAN,
such notification shall also include:
                  (i) the date on  which  the  non-SP  information  package  and
                  PROTEIN   RESEARCH   PLAN  was  received  by  HGS  or  SB,  as
                  appropriate; and
                  (ii) a  certification  on  behalf  of HGS,  signed by a senior
                  officer of HGS, that such non-SP information package (i.e., by
                  HGS and/or SB and/or a  COLLABORATION  PARTNER) met all of the
                  requirements  of Paragraph  7.1 prior to HGS's receipt of SP's
                  information  package  and PROTEIN  RESEARCH  PLAN for the same
                  THERAPEUTIC PROTEIN.
                                       38
<PAGE>
         7.7 (a) Subject to the  dispute  requirements  of  Paragraph  7.6,  the
parties  acknowledge  and  agree  that a  decision  by HGS (or in the  case of a
submission  by HGS a  decision  by SB) that a party  hereto  or a  COLLABORATION
PARTNER has submitted an  information  package which meets the  requirements  of
this Section 7 and as a result has  exclusive  rights to a  THERAPEUTIC  PROTEIN
shall be final and binding  between  the parties  hereto and shall also be final
and  binding  between  SP  and  a  COLLABORATION   PARTNER  provided  that  such
COLLABORATION  PARTNER  also  agrees  that the  rights  granted to SP under this
Section 7 are final and binding as to such COLLABORATION PARTNER. (b) Neither SB
nor HGS  shall  have  any  liability  to SP with  respect  to  their  respective
decisions  that SB, HGS or a  COLLABORATION  PARTNER has  exclusive  rights to a
THERAPEUTIC  PROTEIN under this  Agreement,  the  COLLABORATION  AGREEMENT or an
agreement with a  COLLABORATION  PARTNER or that SP does or does not have rights
to a THERAPEUTIC  PROTEIN unless there has been willful misconduct by HGS and/or
SB.
         7.8 HGS shall  identify to SP, by HGS  sequence  ID,  each  THERAPEUTIC
PROTEIN which is a PRODUCT as to which exclusive rights have been granted to HGS
and/or SB and/or a COLLABORATION PARTNER within ten (10) business days after the
granting of such rights.
         7.9 HGS agrees that  information  packages and PROTEIN  RESEARCH  PLANS
submitted  by  SP  with  respect  to  THERAPEUTIC  PROTEINS  shall  be  strictly
confidential  and shall be  provided to only those  employees  at HGS who are to
decide  whether  or not  the  information  package  meets  the  requirements  of
Paragraph 7.1, not to exceed five (5) employees.
                                       39
<PAGE>
HGS further agrees that all such information packages and PROTEIN RESEARCH PLANS
will not be utilized by or on behalf of HGS for any purpose.
         7.10 HGS agrees that it will promptly inform SB and each  COLLABORATION
PARTNER  of each  THERAPEUTIC  PROTEIN  by HGS  Sequence  ID  number  for  which
exclusive  rights have been granted to SP under this Agreement,  but in doing so
will not  identify  SP as the  party to whom  such  exclusive  rights  have been
granted.
         7.11 HGS  agrees  that for each  THERAPEUTIC  PROTEIN  for  which it is
seeking exclusive rights (other than those specified in Paragraph 7.2), HGS will
submit to SB an  information  package and a PROTEIN  RESEARCH  PLAN  therefor in
conformity  with the terms and  conditions of Paragraph 7.1 for  evaluation.  SB
will,  in good  faith,  determine  whether or not such  information  package and
PROTEIN  RESEARCH  PLAN meet the  criteria  set forth in  Paragraph  7.1 of this
Agreement.
         Subject to the  dispute  requirements  of  Paragraph  7.6,  the parties
acknowledge  and  agree  that  a  decision  by SB  that  HGS  has  submitted  an
information  package and PROTEIN  RESEARCH PLAN which meets the  requirements of
this Section 7 and as a result that HGS has  exclusive  rights to a  THERAPEUTIC
PROTEIN shall be final and binding as among the parties hereto.
         7.12 For purposes of this Section 7, an  information  package  and/or a
PROTEIN RESEARCH PLAN shall be deemed submitted when it is actually  received by
HGS or SB, as the case may be.
                                       40
<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."

         7.13 For purposes of this Section 7, the term "business day" shall mean
each weekday which is not a legal holiday in the City of New York and which is a
day on which each of the parties would normally conduct business operations.

8.       PRODUCT DEVELOPMENT
         -------------------

         8.1 SP shall use diligent efforts to develop,  market, promote and sell
royalty  bearing SP PROTEIN  PRODUCT  equivalent  to those  efforts it uses with
respect to the  proteins of similar  value and status,  subject to SP's right to
terminate  such  efforts  and  surrender  all rights in and to such  THERAPEUTIC
PROTEIN.
         8.2 After the INITIAL  RESEARCH TERM, SP shall use diligent  efforts to
develop  screens and to screen for SP DRUG  PRODUCTS  which are the subject of a
DRUG  RESEARCH  PLAN  submitted  by SP  equivalent  to those  efforts it uses to
develop  and screen for drug  products  using its other  proprietary  targets of
similar value and status.
         8.3  Within  sixty (60) days after the end of each  calendar  year,  SP
shall provide to HGS in writing annual reports with respect to work performed by
or for SP under RESEARCH PLANS.

9.       SP CO-RIGHTS
         ------------

         9.1  In  addition  to  the  rights  obtained  by  SP  with  respect  to
THERAPEUTIC  PROTEINS under Section 7, HGS acknowledges and agrees that SP shall
have the  right  and  option  to  obtain   rights  in  and to [***]  THERAPEUTIC
PROTEINS as to which HGS has obtained  exclusive  rights  under  Section 7 which
have not been  licensed  to  another  entity  prior to  initiating  Phase  II(a)
Clinical  Studies  and as to  which  Phase  II(a)  Clinical  Studies  have  been
completed by or on behalf of HGS. The option shall be exercised by SP in writing
within sixty
                                       41
<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."


(60)  days  after  HGS  notifies  SP in  writing  that  such  studies  have been
completed. HGS and SP may mutually agree that such rights may be exercised at an
earlier time. Upon exercise of the option, HGS and SP shall negotiate a separate
agreement which shall embody the following principles:
         (a) HGS and SP shall equally share all prospective costs,  expenses and
profits incurred with respect to such two products after completion of Phase IIa
clinical  studies,  provided,  however,  that such costs and expenses  shall not
include  the  cost of  capital  expenditures,  except  to the  extent  that  the
depreciation of capital expenditures is included in costs and expenses.
         (b)      SP's rights will be  determined  by mutual  agreement  and may
                  include (i) copromotion and/or (ii) co-marketing  and/or (iii)
                  exclusive rights in agreed-to territories.
         (c)      Neither  HGS nor SP  shall  have a  right  to  sublicense  its
                  co-promotion or co- marketing rights.
         (d)      A Japanese  company may have certain rights to the products in
                  Japan and to the extent  that such  rights  exist,  SP and HGS
                  shall  adjust  the  rights  in the  remainder  of the world to
                  compensate SP for loss of rights in Japan.
         9.2 [***]
         9.3(a) In the event that,  prior to  initiating  Phase  II(a)  Clinical
Studies,  HGS  decides  to  license a  THERAPEUTIC  PROTEIN  as to which HGS has
obtained exclusive rights under
                                       42
<PAGE>
Section 7, then HGS shall offer such THERAPEUTIC PROTEIN to SP in writing, along
with the PROTEIN RESEARCH PLAN submitted by HGS with respect thereto, and within
ninety (90) days thereafter SP shall have the right, in its sole discretion,  to
designate such THERAPEUTIC PROTEIN as an SP PROTEIN PRODUCT subject to the terms
and conditions of this Agreement.  With such written notice by SP, SP shall also
submit a PROTEIN RESEARCH PLAN.
         (b) The option granted to SP under  paragraphs 9.1 and 9.3(a) shall not
be applicable to any THERAPEUTIC PROTEIN after SP has exercised its option under
Paragraph  9.1 and under  Paragraph  9.3(a)  such that in the  aggregate  SP has
obtained rights under Paragraphs 9.1 and 9.3(a) to two (2) THERAPEUTIC PROTEINS.
         (c) By  written  notice  to HGS,  SP  within  its sole  discretion  may
surrender all rights to a  THERAPEUTIC  PROTEIN as to which SP has exercised its
option under Paragraph 9.3(a), and at such time, such THERAPEUTIC  PROTEIN shall
become a  THERAPEUTIC  PROTEIN as to which HGS has  exclusive  rights.  SP shall
grant to HGS a license to any and all technology,  data and information which SP
has developed with respect to such surrendered  THERAPEUTIC  PROTEIN.  Effective
upon such surrender of such THERAPEUTIC  PROTEIN,  for the purposes of Paragraph
9.3(b),  such THERAPEUTIC  PROTEIN shall not be counted as a THERAPEUTIC PROTEIN
as to which SP has exercised its option under Paragraph 9.3(a).
         (d) SB shall have no rights under the SP/SB  AGREEMENT  with respect to
any THERAPEUTIC PROTEIN as to which SP obtains rights under Paragraph 9.3(a).
                                       43
<PAGE>
10.      CONFIDENTIALITY
         ---------------

         10.1 Subject to  Paragraphs  10.2 and 10.3 and 10.4,  the parties 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.
         10.2 Unless otherwise restricted by this Agreement, the confidentiality
obligations of paragraph 10.1 shall not apply to  information  and/or  materials
which:
                  (i)     was 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  and  who is not  under  an  obligation  of
                          confidentiality to the disclosing party;
                  (iv)    is  required  by  law  or  bona  fide  legal   process
                          regulation,  rule,  act or order  of any  governmental
                          agency or authority to be disclosed, provided that the
                          party  required  to  make  the  disclosure  takes  all
                          reasonable    steps   to   restrict    and    maintain
                          confidentiality   of  such   disclosure  and  provides
                          reasonable   notice   to  the  party   providing   the
                          information and/or materials;
                  (v)     is approved for release by the parties, or
                  (vi)    is independently  developed by the employees or agents
                          of a party or their respective  AFFILIATES without any
                          knowledge of the information and/or
                                       44
<PAGE>
                          materials  provided by another  party,  provided  that
                          such   independent   development   can   be   properly
                          demonstrated  by the party  disclosing the information
                          and/or materials.
         10.3 (a) Notwithstanding Paragraph 10.1, SP may disclose and/or provide
LICENSED  TECHNOLOGY  to a THIRD  PARTY who (i)  receives  a license  from SP to
LICENSED  TECHNOLOGY in conjunction with a license to an SP PRODUCT as permitted
by Paragraph 2.9 hereof,  or (ii) is a THIRD PARTY contractor  assisting SP with
respect  to an SP  PRODUCT,  provided  that  such  THIRD  PARTY  enters  into an
agreement  as  provided  in  Paragraph  10.4,  and such  THIRD  PARTY  agrees to
confidentiality and non-use obligations essentially identical to Paragraph 10.1.
              (b) Unless  restricted by other provisions of this Agreement,  the
obligations  of  Paragraph  10.1 shall not  restrict the ability of HGS or SB to
disclose  information  and/or provide materials to a THIRD PARTY,  provided that
such THIRD PARTY  enters into an  agreement  by which the THIRD PARTY  agrees to
confidentiality and non-use obligations essentially identical to Paragraph 10.1.
         10.4 In the event that SP  intends to  transfer  or  disclose  LICENSED
TECHNOLOGY to a THIRD PARTY  contractor  as permitted by Paragraph  10.3 no such
transfer or  disclosure  shall take place until such THIRD PARTY  enters into an
agreement  with SP by which SP is granted  ownership of or a license  (including
the right to grant  sublicenses)  to all  inventions  (and patent  rights  based
thereon) which result from the use of LICENSED  TECHNOLOGY.  Any such inventions
and  patents  shall be SP  TECHNOLOGY  and SP  PATENTS  subject to the terms and
conditions of this Agreement,  provided,  however,  that any such inventions and
patents which
                                       45
<PAGE>
result from any incidental or immaterial use of LICENSED TECHNOLOGY shall not be
SP TECHNOLOGY or SP PATENTS.
         10.5 All  confidential  information  disclosed  by one party to another
party shall remain the  intellectual  property of the disclosing  party.  In the
event  that a court  or other  legal or  administrative  tribunal,  directly  or
through an appointed  master,  trustee or receiver,  assumes partial or complete
control over the assets of a party to this Agreement  based on the insolvency or
bankruptcy of such party,  the bankrupt or insolvent party shall promptly notify
the court or other tribunal (i) that confidential  information received from the
other party under this Agreement  remains the property of another party and (ii)
of the  confidentiality  obligations  under this  Agreement.  In  addition,  the
bankrupt or insolvent  party  shall,  to the extent  permitted by law,  take all
steps  necessary  or  desirable  to maintain  the  confidentiality  of the other
party's(ies')  confidential  information  and to insure  that the  court,  other
tribunal or appointee  maintains  such  information  in confidence in accordance
with the terms of this Agreement.
         10.6 (a) No public  announcement  concerning  (i) the  existence  of or
terms of this  Agreement,  (ii) research  and/or  discoveries  made by SP, (iii)
milestones achieved by SP, and (iv) exercise by SP of rights and options granted
under 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 legally 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  any  such  public
announcement  shall  inform the other  parties of the proposed  announcement  or
disclosure in reasonably sufficient time prior to public release, and
                                       46
<PAGE>
shall provide the other  parties with a written copy thereof,  in order to allow
such  other  parties to  comment  upon such  announcement  or  disclosure.  This
Paragraph  10.6  shall not apply to any  information  in an public  announcement
which is  information  essentially  identical  to that  contained  in a previous
public announcement agreed to pursuant to this paragraph.
                  (b) HGS and/or SB may provide a  COLLABORATION  PARTNER with a
copy of this Agreement.
         10.7 Without the written consent of HGS and SB, SP shall not submit for
written or oral publication any manuscript,  abstract or the like which includes
SP  TECHNOLOGY  which is or is  directed  to a TARGET  and/or  is a  THERAPEUTIC
PROTEIN prior to the earlier of (i) eighteen  months after SP files an SP PATENT
which  claims  such  TARGET or  THERAPEUTIC  PROTEIN  or (ii) with  respect to a
THERAPEUTIC  PROTEIN,  the date on which SP obtains  rights to such  THERAPEUTIC
PROTEIN  pursuant to Section 7 or (iii) such TARGET or  THERAPEUTIC  PROTEIN has
been  published  in a printed  publication  other than  through a breach of this
paragraph 10.7.

11.      PATENT PROSECUTION AND LITIGATION
         ---------------------------------

         11.1 A 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 by its employees, agents,
or other persons acting under its authority. As to all inventions,  discoveries,
designs,  works of authorship  and other know-how  made,  conceived,  reduced to
practice or generated  jointly by employees,  agents,  or other  persons  acting
under the  authority of two or more  parties,  such  parties  shall own an equal
undivided interest
                                       47
<PAGE>
therein. In the event of jointly owned inventions,  in the case where HGS is one
of the joint owners,  HGS shall be responsible  for the filing,  prosecution and
maintenance of patents and patent applications  directed thereto under the terms
and  conditions  of  Paragraph  11.2 and if HGS is not one of the joint  owners,
then, to the extent that SP is a joint owner,  SP shall be  responsible  for the
filing,  prosecution and  maintenance  thereof under the terms and conditions of
Paragraph  11.3,  in each  case,  however,  each of the  joint  owners  shall be
responsible  for an equal share of the cost and expense  thereof.  HGS or SP, as
appropriate,  shall consult with all joint owners with respect to strategies for
filing, prosecution and maintenance of patents and patent applications for which
it bears  responsibility  under  this  Section  11.1,  and shall keep such joint
owners  reasonably  informed with regard to filing,  prosecution and maintenance
activity for such patents and patent applications,  provided,  however, that HGS
or SP, as appropriate,  shall have final decision-making  authority with respect
to filing,  prosecution and  maintenance of any patents and patent  applications
for which it is responsible. If a joint owner does not desire to file, prosecute
or  maintain a patent or patent  application  to a joint  invention,  such owner
shall  assign its  ownership  interest  therein to the other joint  owner(s) and
shall no longer be responsible for the cost and expense thereof,  and shall have
no further  right to  consult,  review or comment  with  respect to the  filing,
prosecution  and maintenance of said patent or patent  application.  All patents
and patent applications to joint inventions which are LICENSED TECHNOLOGY and/or
SP TECHNOLOGY shall be LICENSED PATENTS and SP PATENTS, respectively, subject to
the terms and conditions of this Agreement;  otherwise, any joint owner shall be
free to dispose of its interest therein without accounting to any other owner.
                                       48
<PAGE>
         11.2 (a) HGS and SB, as the case may be,  shall  have the right  within
its sole discretion to prepare,  file,  prosecute and maintain  LICENSED PATENTS
owned by HGS and SB, respectively.  With respect to LICENSED PATENTS as to which
SP retains a license  hereunder,  subject to Paragraph 11.10, HGS and SB, as the
case may be, shall keep SP  reasonably  informed  with respect to the filing and
prosecution thereof (including interference proceedings).  In the event that HGS
or SB, as the case may be, and do not intend to prepare,  file, prosecute and/or
maintain  patent  protection in any country with respect to LICENSED  TECHNOLOGY
(other than  expressed  sequence  tags  (ESTs))  which is or would be a LICENSED
PATENT as to which SP  retains a license  hereunder,  HGS or SB, as the case may
be,  shall,  at SP's  option,  do so at the cost and expense of SP. In the event
that SB or a COLLABORATION  PARTNER also makes such a request in a country, such
costs shall be apportioned between SP and the requesting entity(ies).
                  (b) SP shall  have the right  within  its sole  discretion  to
prepare,  file, prosecute and maintain SP PATENTS. With respect to SP PATENTS as
to which HGS retains a license  hereunder,  subject to Paragraph 11.11, SP shall
keep HGS reasonably  informed with respect to the filing and prosecution thereof
(including  interference  proceedings).  In the event that SP does not intend to
prepare,  file,  prosecute and/or maintain patent protection in any country with
respect  to SP  TECHNOLOGY  which is or would be an SP  PATENT  as to which  HGS
retains a license  hereunder,  SP shall,  at HGS' option,  do so at the cost and
expense of HGS.
                  (c) SP will  provide  HGS or SB,  as  appropriate,  reasonable
assistance to enable HGS or SB, as appropriate,  to prepare, file, prosecute and
maintain LICENSED PATENTS
                                       49
<PAGE>
pursuant to section 11.2(a). HGS will provide SP reasonable assistance to enable
SP to prepare,  file,  prosecute  and  maintain  SP PATENTS  pursuant to section
11.2(b).
         11.3 Each party, on behalf of itself,  its AFFILIATES and its and their
respective 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
another party, its AFFILIATES and its or their respective  officers,  directors,
employees, shareholders, agents, successors and assigns, which may arise
 from performance of patent  activities  under this Section,  except those which
result from gross negligence, recklessness, or willful misconduct.
         11.4 (a) In the event of the  institution  of any suit by a THIRD PARTY
against SP or its licensees for patent  infringement  involving the manufacture,
use,  import,  export,  offer for sale,  sale,  distribution  or marketing of SP
PRODUCT,  SP shall promptly notify HGS in writing. As between HGS, SB and SP, SP
shall be solely  responsible  for the cost and  expense  of such  action and any
liability which results therefrom.
                  (b) In the  event  of the  institution  of any suit by a THIRD
PARTY  against  HGS  and/or  SB,  or  their  respective  licensees,  for  patent
infringement  involving the manufacture,  use, import,  export,  offer for sale,
sale,  distribution  or  marketing of any PRODUCT sold by HGS and/or SB or their
respective  licensees involving or developed using LICENSED TECHNOLOGY and/or SP
TECHNOLOGY,  HGS and/or SB shall promptly notify SP in writing.  As between HGS,
SB and SP, HGS and/or SB, as  appropriate,  shall be solely  responsible for the
cost and expense of such action and any liability which results therefrom.
                                       50
<PAGE>
         11.5 In the  event  that  HGS,  SB or SP  becomes  aware of  actual  or
threatened  infringement  of a SP  PATENT or  LICENSED  PATENT  anywhere  in the
TERRITORY,  that party shall promptly  notify the other parties in writing.  The
owner of the SP PATENT or LICENSED PATENT 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 another  party's  name in  connection  therewith.  If the
owner of the patent does not commence a particular  infringement  action  within
ninety (90) days, the other party,  after notifying the owner in writing,  shall
be entitled  to bring such  infringement  action,  in its own name and/or in the
name of the patent  owner,  at its own  expense to the extent that such party is
licensed thereunder. The foregoing notwithstanding, in the event that an alleged
infringer certifies pursuant to 21 U.S.C.  ss.355(b)(2)(A)(iv) against an issued
SP PATENT or LICENSED PATENT covering a PRODUCT, as between the patent owner and
the owner of the PRODUCT, the party receiving notice of such certification shall
immediately notify the other party of such  certification,  and if fourteen (14)
days  prior to  expiration  of the forty  five (45) day  period  set forth in 21
U.S.C.  ss.355(c)(3)(C),  the owner of the SP PATENT or LICENSED PATENT fails to
commence  an  infringement  action,  the  party  receiving  notice,  in its sole
discretion,  at its own expense and to the extent that it is licensed  under the
SP PATENT or  LICENSED  PATENT,  shall be  entitled  to bring such  infringement
action  in its own  name  and/or  in the name of the  patent  owner.  The  party
conducting an action under this  Paragraph 11.5 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 licensing party or licensed party
if it would  adversely  affect the patent  rights of such party.  The  licensing
party (i.e., the patent owner) and the licensed party (e.g., the
                                       51
<PAGE>
owner of the PRODUCT) shall  reasonably  assist one another and cooperate in any
such  litigation  at the other's  request , each such party paying its own costs
and expenses.  The party conducting the litigation shall periodically  reimburse
the other  party(ies) for its reasonable and actual  out-of-pocket  expenses for
assisting in the  litigation , which  reimbursement  shall be made within thirty
(30) days of receipt by the party conducting the litigation of itemized invoices
from the assisting party documenting such expenses.
         11.6 Any recovery made by a party as the result of an action for patent
infringement  it has conducted  under  Paragraph  11.5 shall be  distributed  as
follows:
                  (i) The party  conducting  the action shall recover its actual
                  out -of-pocket expenses. 
                  (ii) To the extent that the recovery exceeds the total of item
                  (i),  the  excess  shall be kept by the party  conducting  the
                  action,  provided,  however,  that to the extent  that (a) the
                  recovery is based on an award of lost  sales/profits,  and (b)
                  the party  conducting the action would have incurred a royalty
                  obligation to another  party based upon such sales,  the party
                  to whom such  royalties  would  have been due shall  receive a
                  proportion of the excess recovery corresponding to the royalty
                  percentage it would have otherwise been due.
         11.7  The  parties  shall  periodically  keep  one  another  reasonably
informed of the status of and of their respective  activities regarding any such
litigation or settlement thereof.
         11.8 To the extent  that the owner of a SP PATENT or a LICENSED  PATENT
also owns a PRODUCT  (covered  by an NDA or HRD)  which  PRODUCT is covered by a
granted claim of said SP PATENT or LICENSED PATENT,  the owner of said SP PATENT
or
                                       52
<PAGE>
LICENSED  PATENT shall have the first right to seek  extensions  of the terms of
the patent and to seek to obtain SPCs. If the owner of a SP PATENT or a LICENSED
PATENT  does not own a PRODUCT  covered by a granted  claim of said SP PATENT or
LICENSED  PATENT,  then the owner of a PRODUCT  (covered by an NDA or HRD) which
PRODUCT is licensed under and is covered by a granted claim of said SP PATENT or
LICENSED  PATENT  shall  have the right to seek  extensions  of the terms of the
patent and to seek to obtain SPCs. Where more than one (1) PRODUCT is covered by
a granted  claim of the same SP PATENT or the same LICENSED  PATENT,  as between
SP, HGS, SB and  COLLABORATION  PARTNERS,  the right to seek  extensions  of the
terms of the patent and to obtain  SPCs shall be granted by the patent  owner to
the  first  of SP,  HGS,  SB and the  COLLABORATION  PARTNERS,  who is  licensed
thereunder to submit to the patent owner,  in writing,  a request to obtain such
rights  with  respect to a PRODUCT  (covered by an NDA or HRD) which is approved
for  marketing  and/or  sale in at least one  country in which said SP PATENT or
LICENSED PATENT is in force.  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.
         11.9 (a) All rights and  licenses  granted  under or  pursuant  to this
Agreement by one party to another party are, for all purposes of Section  365(n)
of Title 11 of the U.S.  Code ("Title 11"),  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, unless
and until this Agreement is rejected as provided in
                                       53
<PAGE>
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.
                  (b)  If a  Title  11  case  is  commenced  by or  against  the
licensing  party,  this  Agreement  is  rejected as provided in Title 11 and the
party who is a licensee  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 thereof. Whenever, the licensing party or any of
its  successors  or assigns  provides to the party who is a licensee  any of the
intellectual property licensed hereunder (or any embodiment thereof) pursuant to
this Paragraph 11.9, the party who is a licensee 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
                                       54
<PAGE>
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.
                  (c) All rights, powers,  remedies,  obligations and conditions
of the party who is a licensee  provided  herein are in  addition  to and not in
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,  powers 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 now 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 Title 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 a
product  licensed  hereunder,  and (ii) the right to contract  directly with any
third party  described in clause (i) in this sentence to complete the contracted
work.
                                       55
<PAGE>
         11.10  The  obligations  of HGS  and/or  SB to keep SP  informed  under
Paragraph  11.2(a)  shall only apply to LICENSED  PATENTS  which claim  LICENSED
TECHNOLOGY which HGS and/or SB is required to disclose to SP pursuant to Section
6.
         11.11 The obligation of SP to keep HGS informed under Paragraph 11.2(b)
shall not extend to any SP PATENT  directed to a  THERAPEUTIC  PROTEIN until the
earlier of publication of the SP PATENT and/or SP obtaining  exclusive rights to
the THERAPEUTIC PROTEIN under Section 7.

12.      STATEMENTS AND REMITTANCES
         --------------------------

         12.1 SP shall keep and  require  its  licensees  to keep  complete  and
accurate  records of all NET SALES of SP  PRODUCT  for which  royalties  are due
hereunder.  HGS shall have the right, at its expense, through a certified public
accountant  or like person  reasonably  acceptable  to SP, to examine  pertinent
financial  records  during regular  business  hours upon proper advance  written
notice  during  the life of this  Agreement  and for six (6)  months  after  its
termination  for  the  purpose  of  verifying  and  reporting  to  HGS as to the
computation of the royalty payments made hereunder; provided, however, that such
examination  shall not take place more often than once a year and not later than
forty-five (45) days after written request is made;  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 SP nor
its licensees shall be required to maintain such records for more than three (3)
years. The accountant shall execute customary  confidentiality  agreements prior
to any examination, reasonably satisfactory in form
                                       56
<PAGE>
and substance to SP, to maintain in confidence all  information  obtained during
the course of any such  examination,  except for disclosure to HGS, as necessary
for the above purpose.
         12.2 Within sixty (60) days after the close of each  calendar  quarter,
SP shall deliver to HGS a true  accounting of all SP PRODUCT  subject to royalty
hereunder  sold by it and its  licensees and  distributors  during such calendar
quarter and shall at the same time pay all royalties  due. In the event that the
royalty  rate  changes in a calendar  quarter with respect to an SP PRODUCT as a
result of the NET SALES of such SP PRODUCT  for such  calendar  year  reaching a
level at which there is a change in royalty  rate as provided in  Paragraph  3.2
("New Royalty  Rate") then the royalties  which are paid by SP for such calendar
quarter and the subsequent  calendar  quarters for such calendar year (until the
royalty rate is again  changed)  shall be  determined  and paid based on the New
Royalty Rate, and in addition,  the royalties for the previous calendar quarters
for such  calendar  year  for such SP  PRODUCT  shall be  recomputed  at the New
Royalty Rate,  and the payment for the calendar  quarter in which there is a New
Royalty Rate shall be adjusted for the difference between the royalties paid for
such SP PRODUCT for the previous  calendar  quarters for such  calendar year and
the  royalties  for such  previous  calendar  quarters  for such  calendar  year
calculated by use of the New Royalty  Rate.  Such  accounting  shall show sales,
each  calculation of NET SALES and the  calculation of currency  conversion on a
country-by-country basis and  SP-PRODUCT-by-SP-PRODUCT  basis, and recalculation
of royalties based on a New Royalty Rate, if applicable.
         12.4 All royalties and other payments due under this Agreement shall be
payable in U.S. dollars.
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<PAGE>
          12.5 All  royalties,  with the  exception of those payable on sales to
customers in the United States,  shall be paid by Schering-Plough  Ltd. from its
office in Lucerne,  Switzerland.  Royalties  payable on U.S. sales shall be paid
directly to HGS by Schering  Corporation  from its  offices in  Kenilworth,  New
Jersey.  Royalties  payable on sales in countries  other than the United  States
shall be calculated by multiplying the appropriate  royalty rate times the sales
in each currency in which they are made and converting the resulting amount into
United States  dollars,  at the rates of exchange used by Schering  Corporation,
for reporting such sales for United States financial statement purposes.  A copy
of SP's current policy for  bookkeeping  exchange rates is set forth in Appendix
G.  If,  due  to  restrictions   or  prohibitions   imposed  by  a  national  or
international authority, payments cannot be made as aforesaid, the parties shall
consult  with a view to finding a prompt and  acceptable  solution,  and SP will
deal with such monies as HGS may lawfully direct at no additional  out-of-pocket
expense to SP. Notwithstanding the foregoing, if royalties cannot be remitted to
HGS for any reason  within six (6) months after the end of the calendar  quarter
during  which  they are  earned,  then SP  shall be  obligated  to  deposit  the
royalties in a bank account in  Switzerland  in the name of HGS. SP shall deduct
any  withholding  taxes which SP is obligated to withhold in a country  based on
royalties or  milestones  due to HGS based on sales in such country from royalty
or milestone payments due HGS for such country under this Agreement and pay them
to the proper  authorities  as required by applicable  laws.  SP shall  maintain
official receipts of payment of any withholding taxes and forward these receipts
to HGS within sixty (60) days.

13.      TERM AND TERMINATION
         --------------------
                                       58
<PAGE>
         13.1 This Agreement shall come into effect as of the EFFECTIVE DATE and
shall remain in full force and effect unless  earlier  terminated as provided in
this Section 13.
         13.2 In the event SP fails to make a royalty  or  milestone  payment to
HGS under this  Agreement  with  respect to a SP PRODUCT,  when due, or fails to
meet its  obligations  under  Section 8 of this  Agreement  with respect to a SP
PRODUCT, in addition to any other remedy which it may have, HGS may notify SP in
writing that all of SP's rights with respect to such SP PRODUCT shall  terminate
as of thirty (30) days after such  written  notice and SP's rights with  respect
thereto  shall  terminate  unless such payment is made or such failure is cured,
prior to the expiration of such thirty (30) day period.
         13.3  In the  event  that  SP  fails  to make a  payment  to HGS  under
Paragraph 3.1 or under  Paragraph 5.1, when due, in addition to any other remedy
which HGS may have,  HGS may notify SP in writing of such  failure and that this
Agreement  shall  terminate in its entirety and if SP fails to make such payment
within thirty (30) days thereafter, this Agreement shall terminate.
         13.4 In the  event  that HGS  and/or  SB fails to meet its  obligations
under  Section 6, in  addition  to any other  remedy  which SP may have,  SP may
notify HGS or SB, in writing,  as the case may be, of such failure and that this
Agreement  shall  terminate in its entirety as to HGS and/or SB, as the case may
be,  and if HGS or SB,  as the case may be,  fails to cure such  failure  within
thirty (30) days thereafter,  this Agreement shall terminate with respect to HGS
or SB, as the case may be, in its entirety.
         13.5 Any party, may terminate this Agreement as to another party if, at
any time,  such other  party  shall file in any court or agency  pursuant to any
statute or regulation of any state or
                                       59
<PAGE>
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 such other party proposes a written  agreement of composition
or  extension  of its debts,  or if such  other  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 such  other  party  shall  propose  or be a party  to any  dissolution  or
liquidation,  or if such other party shall make an assignment for the benefit of
creditors.
          13.6 Neither HGS nor SP nor SB shall have the right to terminate  this
Agreement except with respect to HGS and SP under paragraphs 13.3, 13.4 and with
respect to HGS, SP and SB under paragraph 13.5, provided,  however, that nothing
in this  Agreement  shall limit any  remedies  for breach which may be available
pursuant to a judgment of a court,  in law or equity,  including  termination of
this Agreement or of any or all rights hereunder, except that any action seeking
remedies for breach of this  Agreement  shall be conducted  in  accordance  with
Section 18.
         13.7 In the  event  that  prior  to one (1) year  after  the end of the
INITIAL  RESEARCH TERM, SP has not obtained the full length DNA coding  sequence
for each TARGET  encompassed by an ANTIBODY  RESEARCH PLAN and has not certified
in writing to HGS that such sequence(s) has been obtained, HGS by written notice
to SP may terminate  all rights and licenses to such  TARGET(S) and the ANTIBODY
PRODUCT(S)  encompassed  by such ANTIBODY  RESEARCH  PLAN(S) and such rights and
licenses  shall  terminate  thirty (30) days  thereafter  unless SP prior to the
expiration of such thirty (30) days has obtained such sequence(s)
                                       60
<PAGE>
and has  provided to HGS such  certification.  Upon such  termination,  SP shall
discontinue all work encompassed by such ANTIBODY RESEARCH PLAN.
         13.8 In the event that prior to one (1) year after the later of the end
of the INITIAL  RESEARCH TERM or the EXTENDED TERM, SP has not obtained the full
length DNA coding  sequence for each TARGET  encompassed by a DRUG RESEARCH PLAN
and has not certified in writing to HGS that such sequence(s) has been obtained,
HGS by  written  notice to SP may  terminate  all rights  and  licenses  to such
TARGET(s) and the DRUG PRODUCT(s)  encompassed by such DRUG RESEARCH PLAN(s) and
such rights and licenses shall terminate  thirty (30) days thereafter  unless SP
prior to the  expiration of such thirty (30) days has obtained such  sequence(s)
and has  provided to HGS such  certification.  Upon such  termination,  SP shall
discontinue all work encompassed by such DRUG RESEARCH PLAN(s).

14.      RIGHTS AND DUTIES UPON TERMINATION
         ----------------------------------

         14.1  Notwithstanding  termination  of this  agreement,  the rights and
obligations  of the  parties  under  Sections  10,  12,  14,  16,  18 and 30 and
paragraphs 2.8, 2.9, 2.10, 3.1(b), and 5.1(b), shall survive such termination.
         14.2  Termination  of the Agreement in accordance  with the  provisions
hereof  shall not limit  remedies  which may be  otherwise  available  in law or
equity.
         14.3 Other than  termination  of this  Agreement  pursuant to Paragraph
13.4 or with  respect to an SP PRODUCT as to which  rights have been  terminated
under Paragraph  13.2,  SP's obligation to pay royalties and milestone  payments
for SP PRODUCT shall survive such termination.
                                       61
<PAGE>
15.      WARRANTIES AND REPRESENTATIONS
         ------------------------------

         15.1 Each of HGS, SB and SP hereby  represents,  warrants and covenants
to the other, as of the EFFECTIVE DATE, as follows:
                  (a) it is a corporation  duly organized and validity  existing
under the laws of the state or other jurisdiction of incorporation or formation;
                  (b) the execution,  delivery and performance of this Agreement
by such party has been duly authorized by all requisite corporate action;
                  (c) it has the power and authority to execute and deliver this
Agreement  and  to  perform  its  obligations  hereunder,   including,   without
limitation,  the right,  power and authority to grant the licenses under Section
2;
                  (d) the execution,  delivery and  performance by such party of
this Agreement and its compliance  with the terms and provisions  hereof to such
party's best  knowledge  does not conflict  with or result in a breach of any of
the terms and provisions of or constitute a default under (i) a loan  agreement,
guaranty, financing agreement,  agreement affecting a product or other agreement
or instrument  binding or affecting it or its property;  (ii) the  provisions of
its charter documents or bylaws; or (iii) any order, writ,  injunction or decree
of any court or governmental authority entered against it or by which any of its
property is bound;
                  (e) this Agreement  constitutes such party's legal,  valid and
binding obligation  enforceable against it in accordance with its terms subject,
as to enforcement, to bankruptcy,  insolvency,  reorganization and other laws of
general  applicability  relating to or  affecting  creditors'  rights and to the
availability of particular remedies under general equity principles.
                                       62
<PAGE>
         15.2 HGS, SB and SP, as the case may be, hereby represent, warrant, and
covenant to a party receiving a license hereunder as follows:
                  (a) as of the EFFECTIVE DATE,  there are no claims,  judgments
or  settlements  against or owed by HGS or SB, as the case may be, or pending or
threatened claims or litigation, in each case relating to HGS' or SB's interest,
as the case may be, in or to LICENSED PATENTS or LICENSED TECHNOLOGY; and
                  (b) HGS,  SB and SP, as the case may be,  has not and will not
grant any rights or licenses to any person or entity which is inconsistent  with
the rights  and  licenses  granted  by HGS,  SB, or SP, as the case may be, to a
party under this Agreement.
         15.3 HGS hereby  represents and warrants to SP that as of the EFFECTIVE
DATE:
                  (a)  without  having  made any  inquiry or  investigation,  no
information  has come to HGS' attention  which causes HGS to reasonably  believe
that SP will not be able to negotiate  license rights from each THIRD PARTY, who
is a licensor to HGS of the SOFTWARE  identified  in Appendix F as owned by said
THIRD  PARTY,  on terms that are at least as  favorable  to SP as those given by
such THIRD PARTY to HGS;
                  (b)  without  having  made an  inquiry  or  investigation,  no
information  has come to HGS' attention  which causes HGS to reasonably  believe
that the SOFTWARE to be provided to SP by HGS as of the EFFECTIVE DATE infringes
any patent, copyright,  trademark or trade secret right of any THIRD PARTY which
has not been licensed by HGS;
                  (c) to HGS' best knowledge,  the list of SOFTWARE contained in
Appendix F is true, complete and correct in all material respects;
                                       63
<PAGE>
                  (d) to HGS' best  knowledge,  the list of hardware  components
set forth in Appendix F includes all of the material  components SP will require
to utilize the SOFTWARE at its  facilities  in the manner  contemplated  by this
Agreement and to receive in an electronic  format  compatible  with the SOFTWARE
all HGS TECHNOLOGY that is available in electronic format; and
                  (e) for a  period  of one (1)  year  from  the  date  that the
SOFTWARE is installed and is fully operational at SP's facilities,  the SOFTWARE
located  at HGS and  which  is and  will be used by HGS to  input,  format,  and
transmit  HGS  TECHNOLOGY  to SP in an  electronic  format will  function in the
manner intended by the parties.
         15.4 No party to this Agreement has in effect,  and after the EFFECTIVE
DATE no party shall enter into any written agreement (including, but not limited
to,  further   amendments  to  the   COLLABORATION   AGREEMENT)  that  would  be
inconsistent with its obligations under this Agreement.
         15.5 NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT SP
PATENTS,  COLLABORATION  PATENTS OR LICENSED PATENTS ARE VALID OR ENFORCEABLE OR
THAT THEIR EXERCISE OR THE EXERCISE OF LICENSED TECHNOLOGY OR SP TECHNOLOGY DOES
NOT INFRINGE ANY PATENT  RIGHTS OF THIRD  PARTIES.  A HOLDING OF  INVALIDITY  OR
UNENFORCEABILITY  OF ANY SUCH PATENT,  FROM WHICH NO FURTHER APPEAL IS OR CAN BE
TAKEN,  SHALL NOT  AFFECT ANY  OBLIGATION  HEREUNDER,  BUT SHALL ONLY  ELIMINATE
ROYALTIES  OTHERWISE  DUE UNDER SUCH PATENT FROM THE DATE SUCH  HOLDING  BECOMES
FINAL.
                                       64
<PAGE>
         15.6 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN HGS, SB and SP MAKE
NO  REPRESENTATIONS  OR EXTEND ANY  WARRANTIES  OF ANY KIND,  EITHER  EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
         15.7 Each party  represents  and warrants to the other  parties  hereto
that any materials  provided by one party to another under this Agreement  shall
be used in compliance with all applicable laws and regulations.
         15.8 For the sole purpose of permitting SP to exercise its rights under
Paragraph  31.1,  HGS and SB each hereby  warrant and  represent  that after the
EFFECTIVE  DATE they shall each, as applicable,  promptly  provide to SP (i) any
agreement  entered  into prior to the end of the  INITIAL  RESEARCH  TERM with a
COLLABORATION  PARTNER  relating to LICENSED  TECHNOLOGY,  and any supplement or
amendment  thereto  entered into prior to the end of the INITIAL  RESEARCH  TERM
(ii) any agreement  with a THIRD PARTY prior to the end of the INITIAL  RESEARCH
TERM who is substituted for an existing  COLLABORATION  PARTNER in any agreement
and as a result becomes a COLLABORATION  PARTNER,  and (iii) any agreement prior
to the end of the  INITIAL  RESEARCH  TERM  that adds a  COLLABORATION  PARTNER,
provided that the aggregate of COLLABORATION PARTNERS shall be no more than four
(4) entities at any one time.
         15.9 HGS hereby  warrants  and  represents  that to the extent any data
and/or  information  included within  LICENSED  TECHNOLOGY was obtained from The
Institute for Genomic  Research  (TIGR),  TIGR has granted  rights to HGS to all
such data and/or information.
                                       65
<PAGE>
         15.10 No claim can be made or shall  exist with  respect to a breach of
warranty,  representation or covenant under Paragraph 15.1(a), (b), (d) and (e),
Paragraph 15.2(a), Paragraph 15.3 or 15.8 unless such claim is made prior to the
later of the end of the INITIAL RESEARCH TERM or EXTENDED TERM.
         15.11 In the event that an agreement with a COLLABORATION PARTNER has a
publication  provision which is more favorable to SP then Paragraph 10.7 of this
Agreement,  then SP may substitute such more favorable publication provision for
Paragraph  10.7 by  written  notice to HGS and SB within  sixty  days of receipt
thereof.

16.      INDEMNIFICATION
         ---------------

         16.1 SP shall defend, indemnify and hold harmless HGS, SB, licensors of
HGS and SB,  and each of their  respective  directors,  officers,  shareholders,
agents and employees, from and against any and all liability,  loss, damages and
expenses  (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 or
other  disposition of any SP PRODUCT by or through SP or any THIRD PARTY granted
rights by SP under this Agreement.  Notwithstanding the foregoing, SP shall have
no obligation under this Agreement to defend, indemnify or hold harmless SB with
respect to claims,  demands,  costs or judgments arising out of the manufacture,
possession,  distribution,  use,  testing,  sale or other  disposition of any SP
PRODUCT  which is a  CO-PROMOTION  PRODUCT (as defined in the SP/SB  AGREEMENT).
SP's  obligation to defend,  indemnify and hold harmless  shall include  claims,
demands, costs or judgments, whether for money damages or
                                       66
<PAGE>
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. SP shall have the
exclusive right. to control the defense of any action which is to be indemnified
in whole by SP  hereunder,  including  the  right to select  counsel  reasonably
acceptable  to HGS or SB, as the case may be,  to defend  HGS or SB, as the case
may be, and to settle any claim,  provided that,  without the written consent of
HGS or SB,  as the case may be  (which  shall not be  unreasonably  withheld  or
delayed),  SP shall not agree to settle any claim against HGS or SB, as the case
may be, to the extent such claim has a material  adverse effect on HGS or SB, 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 the  obligation  hereunder  shall apply whether or not such claims
are rightfully brought. SP shall require each licensee to agree to indemnify HGS
or SB, as the case may be, in a manner consistent with this paragraph.
         16.2 HGS shall defend,  indemnify and hold harmless SP, licensors of SP
and each of their  respective  directors,  officers,  shareholders,  agents  and
employees,  from and against any and all liability,  loss,  damages and expenses
(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  or  other
disposition  by or through  HGS or any THIRD PARTY  granted  rights by HGS under
this  Agreement  of any PRODUCT in the HGS FIELD or the SP FIELD as to which HGS
is granted a license under an SP PATENT.  HGS's obligation to defend,  indemnify
and hold harmless shall include claims,
                                       67
<PAGE>
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.  HGS shall have the  exclusive  right to
control the  defense of any action  which is to be  indemnified  in whole by HGS
hereunder,  including the right to select counsel reasonably acceptable to SP to
defend SP and to settle any claim, provided that, without the written consent of
SP (which shall not be unreasonably withheld or delayed), HGS shall not agree to
settle  any claim  against SP to the  extent  such claim has a material  adverse
effect on SP. The provisions of this paragraph  shall survive and remain in full
force and effect  after any  termination,  expiration  or  cancellation  of this
Agreement and HGS'  obligation  hereunder shall apply whether or not such claims
are rightfully brought. HGS shall require each licensee to agree to indemnify SP
in a manner consistent with this Paragraph 16.2.
         16.3 A person or entity  that  intends to claim  indemnification  under
this Section 16 (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 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
                                       68
<PAGE>
party represented by such counsel in such proceedings.  The indemnity  agreement
in this  Section 16 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 16, 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 16. The Indemnitee  under this Section 16, its employees
and  agents,   shall   cooperate   fully  with  the  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.

17.      FORCE MAJEURE
         -------------

         17.1 If the  performance  of any  party  of this  Agreement,  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 parties, 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
                                       69
<PAGE>
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.

18.      GOVERNING LAW
         -------------

         18.1  Except for  disputes  under  Section 11 which will be governed by
Federal  law and  brought  in the  Federal  District  Court  of  Delaware,  this
Agreement  shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to the conflict of laws provisions  thereof and
the  exclusive  jurisdiction  and  venue  of any  action  with  respect  to this
Agreement  shall be in a state  court  of the  State  of  Delaware.  Each of the
parties hereto agrees to submit to the exclusive  jurisdiction and venue of such
court for the purpose of any such action.  Service of process in any such action
may be effected in the manner  provided in Section 21 for  delivery of notice or
in any other  manner  consistent  with  Delaware  law. In the event that a state
court or Federal  District  Court of the State of Delaware  holds that an action
cannot be brought and  maintained in a state court or Federal  District Court of
the State of  Delaware,  then such  action may be  brought  in any court  having
proper jurisdiction.

19.      SEPARABILITY
         ------------

         19.1 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.
         19.2  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
                                       70
<PAGE>
the extent that they may conflict  therewith  and shall be deemed to be modified
to conform with such statute or rule of law.
         19.3 In the event that the terms and  conditions of this  Agreement are
materially  altered as a result of paragraphs 19.1 or 19.2, the parties will, in
good faith,  renegotiate  the terms and  conditions of this Agreement to resolve
any inequities.

20.      ENTIRE AGREEMENT
         ----------------

         20.1 This Agreement, together with the Schedules,  exhibits, Appendices
or other attachments hereto,  entered into as of the date written above, as well
as the SP/SB  AGREEMENT,  constitutes the entire  agreement  between the parties
relating to the subject matter hereof 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.

21.      NOTICES
         -------

         21.1 Any notice  required or permitted  under this  Agreement  shall be
hand-delivered  or sent by express  delivery  service or certified or registered
mail,  postage  prepaid,  or by fax with written  confirmation  by mail,  to the
following addresses of the parties:
                  HGS
                          HUMAN GENOME SCIENCES, INC.
                          Suite 300
                          9410 Key West Avenue
                          Rockville, Maryland 20850
                                   Attention:  Chief Executive Officer
                                   (Fax #301-309-8512)
                                       71
<PAGE>

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

                  SP
                          SCHERING CORPORATION
                          2000 Galloping Hill Road
                          Kenilworth, New Jersey  07033
                          Attention:        Vice President, Business Development
                                   (Fax #: 908-298-5379)
                          cc:      Director of Licensing
                                   (Fax #: 908-298-2739)

                  and

                  SCHERING-PLOUGH LTD.
                  Toepferstrasse 5
                  CH-6004 Lucerne
                  Switzerland
                  Attention:  President
                                  (Fax # 41 41 4181626)

                  SB
                          SmithKline Beecham Corporation
                          709 Swedeland Road
                          King of Prussia, PA 19406
                          Attention:  Vice President, ATG
                                   (Fax # 610-270-6663)


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

22.      ASSIGNMENT
         ----------
                                       72
<PAGE>
         22.1 This  Agreement and the licenses  herein  granted shall be binding
upon and inure to the benefit of the assignees and successors in interest of the
respective  parties.  Neither this Agreement nor any interest hereunder shall be
assignable by a party  without the written  consent of the other parties and any
attempted  assignment contrary to this paragraph shall be void and without force
and effect provided,  however,  that a party may assign this Agreement or any of
its rights or obligations  hereunder to any AFFILIATE or to any THIRD PARTY with
which  it  may  merge  or  consolidate,  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 party,  provided  that the  assigning  party
remains  liable  under  this  Agreement  and that the THIRD  PARTY  assignee  or
surviving entity assumes in writing all of its obligations under this Agreement.

23.      RECORDING
         ---------

         23.1 SP, SB and HGS each shall have the right,  at any time, to record,
register,  or otherwise  notify this  Agreement in appropriate  governmental  or
regulatory offices anywhere in the TERRITORY, and HGS, SB or SP, as the case may
be,  shall  provide  reasonable  assistance  to  the  other  in  effecting  such
recording, registering or notifying.
         23.2 The parties acknowledge that this Agreement may be notified to the
European Community for compliance with applicable laws.

24.      COUNTERPARTS
         ------------
                                       73
<PAGE>
         24.1 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.

25.      WAIVER.
         -------

         25.1 Any delay or  failure in  enforcing  a party's  rights  under this
Agreement  or any waiver as to a  particular  default or other  matter shall not
constitute  a waiver of such  party's  rights to the future  enforcement  of its
rights  under this  Agreement,  nor operate to bar the  exercise or  enforcement
thereof at any time or times thereafter, excepting only as to an express written
and signed waiver as to a particular matter for a particular period of time.
         25.2 Notwithstanding the foregoing,  in the event SP challenges whether
any payments  contemplated  hereunder  (including,  without limitation,  upfront
payments,  royalties or milestones) is due, it shall have the right to make such
payments under protest  (reserving all rights hereunder)  pending  resolution of
such dispute.

26.      INDEPENDENT RELATIONSHIP.
         -------------------------

         26.1 Nothing herein  contained shall be deemed to create an employment,
agency, joint venture or partnership  relationship between the parties hereto or
any of their  agents or  employees,  or any other legal  arrangement  that would
impose  liability  upon one  party  for the act or  failure  to act of the other
party.  No party shall have any power to enter into any contracts or commitments
or to incur any  liabilities in the name of, or on behalf of, the other parties,
or to bind the other parties in any respect whatsoever.
                                       74
<PAGE>
27.      EXPORT CONTROL.
         ---------------

         27.1 This Agreement is made subject to any restrictions  concerning the
export of products or technical  information  from the United  States of America
which may be imposed upon or related to HGS or SP or SB from time to time by the
government of the United States of America.  Furthermore, SP agrees that it will
not export, directly or indirectly,  any technical information acquired from HGS
or SB under this Agreement or any products  using such technical  information to
any country for which the United States  government or any agency thereof at the
time of  export  requires  an export  license  or other  governmental  approval,
without  first  obtaining  the written  consent to do so from the  Department of
Commerce or other agency of the United  States  government  when  required by an
applicable statute or regulation.

28.      CHANGE OF CONTROL.
         ------------------

         28.1 In the event that a "Change of  Control"  causes  HGS'  rights and
obligations  hereunder to pass to a "Major  Pharmaceutical  Company" (as defined
below)  then  such  Major  Pharmaceutical   Company  shall  set  up  appropriate
procedures  to  ensure  that  RESEARCH  PLANS  submitted  by SP are not used for
purposes  other than those of Section 7 and 8 of this  Agreement.  SP shall have
the right,  at its  expense,through  its own  designated  experts or like person
reasonably  acceptable  to such Major  Pharmaceutical  Company,  to examine HGS'
records  relating to such  procedures to verify and report to SP that such Major
Pharmaceutical Company has complied with such procedures. Such examination shall
occur during regular  business  hours upon proper advance  written notice during
the  life of this  Agreement  and for six  (6)  months  after  its  termination,
provided, however, that such examination shall not take place more often than
                                       75
<PAGE>
once a year and not later than  forty-five  (45) days after  written  request is
made and provided,  further, that such expert executes customary confidentiality
agreements  prior to any such audit  satisfactory  in form and substance to such
Major Pharmaceutical Company, to maintain in confidence all information obtained
during the course of any such audit except for disclosure to SP as necessary for
the above purpose.
         As  used  herein  "Change  of  Control"  shall  mean  (i)  any  merger,
reorganization,  consolidation  or combination in which HGS is not the surviving
corporation,  (ii) any "person" (within the meaning of Section 13(d) and Section
14(d)(2)  of the  Securities  Exchange  Act of 1934),  excluding  SP and/or  its
AFFILIATES,  is or becomes the  beneficial  owner,  directly or  indirectly,  of
securities of HGS  representing  50% or more of either (a) the  then-outstanding
shares  of  common  stock  of HGS or (b)  the  combined  voting  power  of  HGS'
then-outstanding voting securities; or (iii) approval by the shareholders of HGS
of a complete liquidation or the complete dissolution of HGS.
         As used herein the term "Major Pharmaceutical Company" means any entity
(including  any  corporation,   joint  venture,  partnership  or  unincorporated
entity),  as well as any  AFFILIATES  or  division(s)  of such  entity,  that is
engaged  in  the  research,  development,  manufacturing,   registration  and/or
marketing of drug products that are approved under NDAs,  HRDs,  ANDAs,  Product
License  Applications  (including without limitation any entity that is a member
of PhRMA).  "Major  Pharmaceutical  Company"  shall also mean any entity  which,
through or following a Change of Control,  at any time would either  itself meet
the definition of "Major Pharmaceutical  Company" in the prior sentence or would
be an AFFILIATE of any entity which is or would meet such definition.
                                       76
<PAGE>
29.       ARBITRATION.
          ------------

         29.1 Any matter or disagreement  which is subject to arbitration  under
Section 7 which has not been  resolved  within twenty (20) days, at SP's option,
shall be submitted to a mutually  selected  single  arbitrator  to so decide any
such matter or  disagreement.  The arbitrator  shall conduct the  arbitration in
accordance with the Rules of the American  Arbitration  Association,  unless the
parties  agree  otherwise.  If the  parties  are  unable to  mutually  select an
arbitrator,  the arbitrator  shall be selected in accordance with the procedures
of the American Arbitration Association.  The decision and award rendered by the
arbitrator shall be final and binding. Judgment upon the award may be entered in
any court having jurisdiction  thereof. Any arbitration pursuant to this section
shall be held in Washington, D.C., or such other place as may be mutually agreed
upon in writing by the parties.

30.      GUARANTEE
         ---------

         30.1  Schering   Corporation  and  Schering  Plough  Ltd.  jointly  and
severally   guarantee  that  their   respective   AFFILIATES  will  perform  all
obligations  under this Agreement as if the AFFILIATES were  signatories of this
Agreement.
         30.2  SmithKline  Beecham  Corporation  and  SmithKline  Beecham,  plc,
jointly and severally  guarantee that their  respective  AFFILIATES will perform
all obligations  under this Agreement as if the AFFILIATES  were  signatories of
this Agreement.

31.      MOST FAVORED LICENSEE.
         ----------------------
                                       77
<PAGE>
         31.1 In the event that prior to the  EFFECTIVE  DATE and/or  during the
INITIAL  RESEARCH TERM, HGS or SB, as applicable,  enters into any agreement set
forth in Paragraph 15.8 then SP may, within sixty (60) days of SP's receipt from
HGS or SB,  as the case may be, of a full,  complete  and  correct  copy of such
agreement,  elect to substitute all material terms of any such agreement for the
material  terms of this  Agreement.  HGS and/or SB, as the case may be, agree to
make representatives who are knowledgeable as to the terms and conditions of any
such   agreement   available   to  discuss  such  terms  and   conditions   with
representatives  of SP in order to permit SP to fairly determine  whether or not
to exercise such option.

32.      FURTHER ACTIONS
         ---------------

         32.1 Each party agrees to execute, acknowledge and deliver such further
instruments,  and to do all such other acts, as may be necessary or  appropriate
in order to carry out the purposes and intent of this Agreement.
                                       78
<PAGE>
     IN WITNESS WHEREOF, the parties,  through their authorized  officers,  have
executed this Agreement as of the date first written above.

SCHERING CORPORATION                                        SCHERING-PLOUGH LTD.


BY:________________________                                 BY:_________________
Title:_____________________                                 Title:




HUMAN GENOME SCIENCES, INC.


BY:_______________________
Title:____________________




SMITHKLINE BEECHAM CORPORATION


BY:_______________________
Title:____________________


SMITHKLINE BEECHAM, plc


BY:_______________________
Title:____________________
                                       79
<PAGE>
                                      INDEX



1.       DEFINITIONS......................................................... 2
         -----------

2.       SB AND HGS AND SP GRANTS AND COVENANTS..............................14
         --------------------------------------

3.       PAYMENTS AND ROYALTIES..............................................21
         ----------------------

4.       RESEARCH TERM AND RESEARCH PLANS....................................27
         --------------------------------

5.       ADDITIONAL PAYMENTS ................................................29
         -------------------

6.       TECHNOLOGY TRANSFER AND ADDITIONAL LICENSED TECHNOLOGY..............29
         ------------------------------------------------------

7.       THERAPEUTIC PROTEINS................................................34
         --------------------

8.       PRODUCT DEVELOPMENT.................................................41
         -------------------

9.       SP CO-RIGHTS........................................................41
         ------------

10.      CONFIDENTIALITY.....................................................44
         ---------------

11.      PATENT PROSECUTION AND LITIGATION...................................47
         ---------------------------------

12.      STATEMENTS AND REMITTANCES..........................................56
         --------------------------

13.      TERM AND TERMINATION................................................58
         --------------------

14.      RIGHTS AND DUTIES UPON TERMINATION .................................61
         ----------------------------------

15.      WARRANTIES AND REPRESENTATIONS  ....................................62
         ------------------------------

16.      INDEMNIFICATION.....................................................66
         ---------------

17.      FORCE MAJEURE.......................................................69
         -------------

18.      GOVERNING LAW ......................................................70
         -------------

19.      SEPARABILITY........................................................70
         ------------

20.      ENTIRE AGREEMENT....................................................71
         ----------------

21.      NOTICES.............................................................71
         -------

22.      ASSIGNMENT..........................................................72
         ----------

<PAGE>


23.      RECORDING...........................................................73
         ---------

24.      COUNTERPARTS........................................................73
         ------------

25.      WAIVER..............................................................74
         -------

26.      INDEPENDENT RELATIONSHIP............................................74
         -------------------------

27.      EXPORT CONTROL......................................................75
         ---------------

28.      CHANGE OF CONTROL...................................................75
         -----------------

29.      ARBITRATION.........................................................77
         -----------

30.      GUARANTEE...........................................................77
         ---------

31.      MOST FAVORED LICENSEE...............................................77
         ---------------------

32.      FURTHER ACTIONS.....................................................78
         ---------------

<PAGE>
                                   Appendix B
                                   ----------


         Takeda Chemical Industries, Ltd.
         Merck KGaA
         Synthelabo.
<PAGE>
                                   Appendix F
                                   ----------


I.       Database and analysis server supplied by SP:

         1.       Multi-processor Unix Host (DEC Alpha server or equivalent)

         2.       Unix system software

                  2.1.    Sybase SQL Server
                  2.2.    Sybase Open Client Libraries
                  2.3.    Sybase Replication Server
                  2.4.    C compiler
                  2.5.    TCP/IP networking services
                  2.6.    Electronic mail facilities
                  2.7.    Backup/recovery equipment and software

II.      Macintosh client machines supplied by SP:

         1.       Quadra or PowerMac models
         2.       Minimum 8MB of RAM; 16MB recommended
         3.       Minimum 14-inch color monitor; 17-inch recommended for active
                  users
         4.       MB of available disk space
         5.       TCP/IP network connection

III.     Network connectivity supplied by SP:

         1.       Installation and maintenance of dedicated circuit (at least 56
                  Kbps)
         2.       Encryption equipment
         3.       CSU/DSU line terminating equipment
         4.       Network router interface

IV.      Macintosh client software supplied by HGS:

         1.       IRIS bioinformatics application
         2.       HGS BLAST Client
         3.       HGS HyperEntrez
         4.       Unix command client
         5.       PSEM (Protein structure evaluation module)

V.       Server software supplied by HGS:

         1.       Components  derived from the public domain are indicated;  HGS
                  will install and  configure the public  domain  software,  but
                  cannot provide a warranty for its performance.
         2.       Database schema, stored procedures, triggers:
<PAGE>
                  a)      Unix command client
                  b)      Data management utilities
                  c)      BLAST sequence searching software (public domain)
                  d)      FASTA sequence searching software (public domain)
                  e)      BLOCKS motif searching software (public domain)

VI.      Services provided by HGS:

         1.       Setup of SP database schema
         2.       Testing of network and system components on SP equipment
         3.       Development of on-going data transfer mechanism
         4.       Training for end users of the Iris application
         5.       Training for technical people in system administration and
                  troubleshooting
         6.       Assistance developing customer analyses and reports
         7.       Telephone and e-mail support for the database and related
                  applications




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<DESCRIPTION>GENE THERAPY COLLABORATION AND LICENSE AGREEMENT
<TEXT>


"Portions  of  this  Exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment.  The  omitted  portions,  marked  by  [***],  have been
separately filed with the Commission."


                     GENE THERAPY COLLABORATION AND LICENSE

     AGREEMENT This Agreement  ("Agreement"),  effective as of the 28th of June,
1996 (the  "EFFECTIVE  DATE"),  by and among  Human  Genome  Sciences,  Inc.,  a
corporation organized under the laws of the State of Delaware,  United States of
America, having a place of business at 9410 Key West Avenue, Rockville, Maryland
20850, for itself and its AFFILIATES,  as defined below (collectively  including
such AFFILIATES "HGS"), and Schering Corporation,  a corporation organized under
the laws of the State of New Jersey, United States of America, having a place of
business at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033, and Schering
Plough  Ltd.,  a Swiss  corporation  having its  principal  place of business at
Toepferstrasse  5,  CH-6004  Lucerne,  Switzerland,  each  for  itself  and  its
AFFILIATES, as defined below (collectively including such AFFILIATES "SP").

                                WITNESSETH THAT:
                                ----------------

     WHEREAS HGS is in possession of certain human gene sequence information and
has the  capacity  and  ability to rapidly  obtain  full or  meaningful  partial
sequence data for expressed human genes,
     WHEREAS  SP is a  multinational  human  healthcare  company  which  has the
capacity and ability to develop  practical  applications in the human healthcare
field of the gene sequence data in the  possession of or within the capacity and
ability of HGS to obtain.
     WHEREAS HGS and SP wish to  collaborate  to discover  human  and/or  animal
therapeutic products based on human genomic information for use in gene therapy.
<PAGE>
     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:

1.       DEFINITIONS
         -----------

         1.1  "AFFILIATES"  shall  mean any  individual  or entity  directly  or
indirectly  controlling,  controlled  by  or  under  common  control  with,  the
specified  individual or entity.  For purposes of this Agreement,  the direct or
indirect  ownership  of over  fifty  percent  (50%)  of the  outstanding  voting
securities of an entity, or the right to receive over fifty (50%) of the profits
or  earnings  of an entity  shall be deemed to  constitute  control.  Such other
relationship  as in fact gives such individual or entity the power or ability to
control the  management,  business and affairs of an entity shall also be deemed
to constitute control.
         1.2 "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 and prevents and/or impairs expression
of the gene product.
         1.3  "DIAGNOSTICS"   shall  mean  any  product,   process,   substance,
composition  or service  intended  to  predict,  detect or identify a disease or
determine the presence of a pathologic condition in a human.
         1.4  "DISCOVERED"  shall  mean with  respect to any  product,  process,
substance,  composition or service,  the earlier of the following events (i) the
specific disclosure of such product, process, substance,  composition or service
in a patent  application  filed by the  discovering  party or (ii) the  specific
disclosure of such product, process, substance, composition
                                       2
<PAGE>
or service by the discovering  party in a written document  (including,  but not
limited to, laboratory notebooks) other than a filed patent application.
         1.5 "EFFECTIVE DATE" shall mean June 28, 1996.
         1.6 "EXCLUSIVE SP PRODUCT" means an SP PRODUCT in the FIELD as to which
SP has exercised an option under  Paragraph 2.5 and been granted a license under
Paragraph 2.3.
         1.7  "EXTENDED  TERM"  shall  mean the  additional  period  defined  in
Paragraph 4.2.
         1.8 "FIELD" shall mean the intervention  treatment and/or prevention of
disease in humans  and  animals  by GENE  THERAPY  and  excluding  GENE  THERAPY
VACCINES, except as provided in Section 2.4(c), and shall also include ANTISENSE
for each SP PRODUCT as to which a license is granted under  Paragraph  2.10. For
the  avoidance  of doubt,  in the event an SP PRODUCT has both  therapeutic  and
DIAGNOSTIC  use, the therapeutic use of such SP PRODUCT shall be included in the
FIELD.
         1.9  "GENE"  shall  mean a human  gene  or a  portion  thereof  or cDNA
corresponding thereto.
         1.10 "GENE THERAPY" shall mean treatment or prevention of a disease, or
remedying  a gene  deficiency  of humans or animals by genetic  modification  of
somatic  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.
         1.11 "GENE  THERAPY  VACCINE"  shall mean a substance  that  achieves a
therapeutic  or  prophylactic  effect by  inducing an  antigen-specific  humoral
and/or cellular immune system response by GENE THERAPY.
                                        3
<PAGE>
         1.12 "HGS FIELD" shall mean (i) ANTISENSE and (ii) biotransformation of
a chemical to prepare pharmaceutically active agents for human or animal use, or
intermediates therefor, which active agents were DISCOVERED before the EFFECTIVE
DATE, and (iii) DIAGNOSTICS.
         1.13  "INITIAL  RESEARCH  TERM"  shall mean the term  beginning  on the
EFFECTIVE DATE and ending five (5) years from the EFFECTIVE DATE.
         1.14   "LICENSED   PATENT(S)"   shall  mean  all   patents  and  patent
applications  to the extent that they claim  LICENSED  TECHNOLOGY,  which are or
become owned by HGS or to which HGS  otherwise  has,  now or in the future,  the
right to grant licenses.  Included within the definition of LICENSED PATENTS are
all  continuations,  continuations-in-part,   divisions,  patents  of  addition,
reissues, renewals, registrations, confirmations, re-examinations or extensions,
and any provisional applications thereof and all SPCs.
         1.15 "LICENSED  TECHNOLOGY" shall mean, the following which is provided
to SP by or on behalf of HGS: (a)  sequence  data with respect to human DNA (and
the corresponding clones) and expression products thereof in each case developed
by or on behalf  of HGS  prior to or  during  the  INITIAL  RESEARCH  TERM,  (b)
information  on  biological  function of GENES  developed by or on behalf of HGS
prior to the INITIAL  RESEARCH TERM, (c) HGS clones,  cell lines and vectors and
all  information and data provided to SP pursuant to Section 5 and (d) SOFTWARE.
         1.16 "MAJOR MARKET" means the United States,  Canada,  Germany,  United
Kingdom, France, Italy or Japan.
                                        4
<PAGE>
         1.17 "NET SALES" shall mean proceeds actually received from sales of SP
PRODUCT  (calculated  on a SP PRODUCT by SP PRODUCT  basis) by SP or,  except as
provided below, its respective  licensees,  distributors trading on SP's account
or joint  ventures  or  other  associated  companies,  less  deductions  for (i)
transportation, shipping and postage charges, including transportation insurance
and  customs  duties 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 SP PRODUCT
(including value added taxes or other governmental charges otherwise measured by
the billing amount when included in billing);  (iii) normal and customary trade,
quantity and cash discounts allowed and charge back payments and rebates granted
to managed health care organizations or to federal, state and local governments,
their  agencies and  purchasers  and  reimbursees,  including but not limited to
Medicaid  rebates  or  to  trade   customers,   including  but  not  limited  to
wholesalers,  chain and pharmacy  buying  groups;  (iv) rebates (or  equivalents
thereof)  granted  to  or  charged  by  national,   state  or  local  government
authorities  in countries  other than the United  States;  and (v) allowances or
credits to  customers  on account of  rejection  or return of such product or on
account of retroactive price reductions affecting such SP PRODUCT. Sales between
or among SP and its licensees,  distributors  trading on SP'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 SP PRODUCT.  Otherwise,  NET SALES shall
only include the subsequent, final sales to THIRD PARTIES.
         1.18 "PROOF OF EFFICACY" shall mean proof of therapeutic  effectiveness
in a Phase II(a) Clinical Test based on biostatistical  methods, that supports a
determination to proceed
                                        5
<PAGE>
with expanded controlled clinical trials. "Phase II(a) Clinical Test" shall mean
a well-controlled  clinical study conducted to evaluate the effectiveness of the
drug for a particular  indication or indications in patients with the disease or
condition  under study and to determine the common  short-term  side effects and
risks associated with the drug.
         1.19 "RESEARCH  PLAN" shall mean a plan for research and development of
an EXCLUSIVE SP PRODUCT in the FIELD which  includes,  at a minimum,  scientific
data, research and development efforts, research and development milestones, and
is sufficient to reasonably  monitor diligence of  research/development  of such
EXCLUSIVE  SP  PRODUCT.  A  representative  example  of such a plan is  shown in
Appendix A.
         1.20  "RESEARCH  TERM"  shall mean the  INITIAL  RESEARCH  TERM and the
EXTENDED TERM, if any.
         1.21  "SOFTWARE"  shall mean  software  (together  with the source code
therefor and maintenance  files and  "Documentation"  as defined below) designed
and  developed by HGS prior to or during the INITIAL  RESEARCH TERM for analysis
of sequence  data with  respect to human DNA and  expression  products  thereof,
including,  without  limitation,  the specific software modules set forth in the
attached  Appendix  B.  "Documentation"  shall  include all  operating  and user
manuals, training materials guides, listings,  specifications and other material
used with the SOFTWARE.
         1.22 "SP PATENT(s)"  shall mean all patents and patent  applications to
the extent that they claim SP TECHNOLOGY,  which are or become owned by SP or to
which SP  otherwise  has,  now or in the  future,  the right to grant  licenses.
Included   within  the   definition   of  SP  PATENTS  are  all   continuations,
continuations-in-part, divisions, patents of addition, reissues,
                                        6
<PAGE>
renewals, extensions,  registrations,  confirmations,  re-examinations,  and any
provisional applications and all SPCs.
         1.23 "SP  PRODUCT(S)"  shall  mean  any  product,  process,  substance,
composition  or service in the FIELD which (i) is based on the use of or derived
by use of LICENSED  TECHNOLOGY  and/or SP TECHNOLOGY and/or (ii) is covered by a
LICENSED  PATENT  and/or  claim of an SP  PATENT  which  claims  SP  TECHNOLOGY.
Notwithstanding  the previous  sentence,  an  incidental  or  immaterial  use of
LICENSED  TECHNOLOGY  and/or SP TECHNOLOGY  shall not cause a product,  process,
substance,  composition or service to become an SP PRODUCT.  Appendix C contains
representative examples of material and incidental or immaterial use, but is not
intended by the parties to be an exhaustive list of such uses.
         1.24     "SP TECHNOLOGY" shall mean:
         (i) peptides and/or  polypeptides,  and/or  polynucleotides  and/or the
sequences  thereof  which are based on use of and/or which are derived by use of
LICENSED TECHNOLOGY by or on behalf of SP.
         (ii) products or potential products in the FIELD which are based on use
of and/or  derived  from use of item (i)  and/or  LICENSED  TECHNOLOGY  by or on
behalf of SP;
         (iii)  biological   information   developed  by  or  on  behalf  of  SP
specifically related to item (i) and/or item (ii);
         Items (i)  through  (iii) are  included  as SP  TECHNOLOGY  only to the
extent they are  obtained  or derived by or on behalf of SP after the  EFFECTIVE
DATE and before four years after the end of the RESEARCH  TERM.  Notwithstanding
the above,  an  incidental or immaterial  use of LICENSED  TECHNOLOGY  and/or SP
TECHNOLOGY shall not cause data,
                                        7
<PAGE>
substances,   materials,  know-how,  inventions  or  information  to  become  SP
TECHNOLOGY.   Appendix  C  contains  representative  examples  of  material  and
incidental  or  immaterial  use,  but is not  intended  by the  parties to be an
exhaustive list of such uses.
         SP TECHNOLOGY shall not include technology developed by or on behalf of
SP, or  otherwise  acquired by SP,  which  relates to vectors,  gene  expression
delivery  technologies,  processes for  propagation,  purification,  storage and
characterization, etc.
         1.25 "SPC" shall mean a right based upon an underlying patent such as a
Supplementary Protection Certificate.
         1.26  "TERRITORY"  shall mean all the countries and  territories in the
world.
         1.27     "THERAPEUTIC AGREEMENT" shall mean that certain Therapeutic
Collaboration  and License  Agreement  effective as of the EFFECTIVE  DATE as to
which SP and HGS are parties.
         1.28 "THERAPEUTIC PROTEIN" shall mean a polypeptide derived from a GENE
(excluding  antibodies)  which  is  potentially  useful  for  the  treatment  or
prevention of a disease or disorder in humans.
         1.30 "THIRD PARTY(IES)" shall mean any party other than a party to this
Agreement or an AFFILIATE of SP or HGS.

2.       GRANTS AND COVENANTS
         --------------------

         2.1 Subject to the terms and conditions of this  Agreement,  HGS grants
to  SP a  non-exclusive,  non-transferable,  worldwide  license  under  LICENSED
TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD
(and ANTISENSE
                                        8
<PAGE>
research and  development  with  respect to  EXCLUSIVE  SP PRODUCTS)  during the
RESEARCH TERM.
         2.2 Subject to the terms and conditions of this  Agreement,  HGS grants
to  SP  an  exclusive,   non-transferable,   worldwide  license  under  LICENSED
TECHNOLOGY and LICENSED PATENTS to perform research and development in the FIELD
after the RESEARCH  TERM with respect to an EXCLUSIVE SP PRODUCT (and  ANTISENSE
research and development with respect to EXCLUSIVE SP PRODUCTS).
         2.3 Subject to the terms and conditions of this  Agreement,  HGS grants
to SP an exclusive  worldwide  license under  LICENSED  TECHNOLOGY  and LICENSED
PATENTS  to  make,  have  made,  use,  import,  export,  offer  to sell and sell
EXCLUSIVE SP PRODUCTS in the FIELD.
         2.4 (a)  During  and  after  the  RESEARCH  TERM,  SP  agrees to use SP
TECHNOLOGY and SP PATENTS only in the FIELD. After the RESEARCH TERM, the use of
SP TECHNOLOGY to the extent available to the general public through publications
made by THIRD PARTIES  independent of SP shall not be a breach of this Paragraph
2.4.
             (b) During and after the RESEARCH  TERM,  SP agrees to use LICENSED
TECHNOLOGY and LICENSED PATENTS only as licensed and permitted hereunder.  After
the RESEARCH TERM,  (i) an incidental or immaterial  use of LICENSED  TECHNOLOGY
and/or  (ii) the use of  LICENSED  TECHNOLOGY  to the  extent  available  to the
general public and to the extent not covered by a granted  LICENSED PATENT shall
not be a breach of this Paragraph 2.4.
                                        9
<PAGE>
                  (c) HGS  agrees  that the FIELD  shall  include  GENE  THERAPY
VACCINES  to the  extent  that  HGS has the  right as of the  EFFECTIVE  DATE to
include GENE THERAPY  VACCINES in the FIELD.  No additional  fee will be due for
inclusion of GENE THERAPY VACCINES in the FIELD.
                  (d) The license  granted under this  Agreement with respect to
SOFTWARE is limited to  SOFTWARE  which is (i) owned by HGS and/or (ii) is owned
or licensed by a THIRD PARTY and  licensed to HGS which  license to HGS includes
the right to grant  sublicenses.  To the extent that  acceptance  of the license
granted  under  this  Agreement  to  SOFTWARE  would  obligate  SP or HGS to pay
royalties  and/or  license  fees to a THIRD PARTY based  solely upon SP's use of
SOFTWARE owned or licensed by said THIRD PARTY and  sublicensed to SP by HGS, SP
shall, in its sole  discretion  elect to (i) accept the SOFTWARE in its entirety
and pay all such royalties  and/or  licensee fees,  (ii) obtain a direct license
from the THIRD PARTY owner of the  SOFTWARE,  or (iii) accept the SOFTWARE  with
the exception of the THIRD PARTY  SOFTWARE for which  royalties  and/or  license
fees would have been due. To the extent that SOFTWARE includes software owned or
licensed by THIRD PARTIES which is not  sublicensable  by HGS, HGS will promptly
provide written notice to SP identifying all such software and its owner, and SP
acknowledges  and agrees that it must obtain the necessary  license(s)  prior to
using any such software.
         2.5 HGS  hereby  grants  to SP a  non-exclusive  option  to  obtain  an
exclusive  license under  Paragraph 2.3. Each SP PRODUCT for which SP is granted
such license shall become an EXCLUSIVE SP PRODUCT.
                                       10
<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."


                   During the RESEARCH  TERM such option may be exercised at any
time and from time to time by  written  notice  by SP to HGS and such  exclusive
license  will only be granted if HGS has not  previously  granted a license to a
THIRD PARTY as permitted by Paragraph 2.11 and/or HGS has not  previously  begun
to develop a product  in the FIELD  which is  "essentially  the same" as such SP
PRODUCT.  For purposes of this Agreement the term  "essentially  the same" means
that the sequence of nucleotides  comprising the gene  incorporated in a product
for GENE THERAPY  licensed to a third party, or under  development by HGS, is at
least  seventy-five  percent (75%)  homologous to such SP PRODUCT.  In the event
that HGS indicates to SP that HGS has  previously  begun to develop a product in
the FIELD which is  essentially  the same as such SP PRODUCT,  within sixty (60)
days  thereafter  SP shall  have the right to notify HGS that SP at its cost and
expense  will have an  independent  THIRD  PARTY  reasonably  acceptable  to HGS
inspect HGS' records  with respect  thereto  solely for the purpose of verifying
that  HGS  has  previously  begun  such  development.   HGS  shall  permit  such
independent THIRD PARTY to effect such inspection within a reasonable time after
such  notification  provided  that  such  THIRD  PARTY  signs  an  agreement  of
confidentiality  acceptable  to HGS  which  includes  a  covenant  that the only
information which will be provided to SP is whether or not HGS has in fact begun
such development.
                  For each  EXCLUSIVE  SP  PRODUCT  for  which  the  license  is
granted, at the time the option is exercised,  SP shall pay to HGS the following
amounts :
                  (i) For the first two  EXCLUSIVE  SP  PRODUCTS,  [***].
                  (ii) For the third  EXCLUSIVE SP PRODUCT - [***].
                                       11
<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."


                  (iii)  For the  fourth  EXCLUSIVE  SP  PRODUCT  and  each  one
thereafter - [***].
         SP shall provide HGS with a RESEARCH PLAN for each EXCLUSIVE SP PRODUCT
at the time the license is granted.
         2.6 In the event that an SP PRODUCT is  DISCOVERED  after the  RESEARCH
TERM for which royalties are due to HGS under this Agreement,  SP may request in
writing  that HGS grant a  non-exclusive  license  in the FIELD  under  LICENSED
PATENTS  covering  such SP PRODUCT to develop,  make,  have made,  use,  import,
export,  offer to sell and sell such SP PRODUCT. HGS shall grant such a license,
to the extent that it has the ability to do so, provided,  however, that HGS can
refuse to grant the license  if, at the time of receipt of the request  from SP,
HGS has an ongoing  program of research and  development  for a product which is
"essentially  the same" as such SP PRODUCT.  SP shall have a right to inspect as
provided in Paragraph 2.5.
         2.7 Except as permitted  under Section 7, SP agrees not to grant to any
THIRD PARTY  (IES) any rights or  licenses  in or to an SP PRODUCT  until SP has
established PROOF OF EFFICACY for such SP PRODUCT.
          2.8 The rights and licenses  granted to SP by HGS under this Agreement
and rights to SP TECHNOLOGY and SP PATENTS are licensable and/or transferable by
SP to a THIRD PARTY only with respect to an SP PRODUCT,  and only pursuant to an
Agreement  by which SP grants a license  to a THIRD  PARTY to an SP  PRODUCT  as
permitted  under  Paragraph 2.7 or as permitted under Section 7 and in which the
THIRD PARTY (IES) agree(s) to covenants and  obligations  which limit the use of
SP PRODUCTS, LICENSED TECHNOLOGY,
                                       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."


LICENSED PATENTS,  SP TECHNOLOGY and SP PATENTS which are essentially  identical
to the covenants and obligations of SP to HGS under this Agreement.
           2.9 Subject to the terms and conditions of this Agreement,  SP grants
to HGS a  non-exclusive,  worldwide  royalty-free  license  (with  the  right to
sublicense)  under SP  PATENTS  to  make,  have  made,  use and sell any and all
products in the HGS FIELD.  To the extent that HGS has granted SP a license with
respect to an SP PRODUCT for ANTISENSE  pursuant to Paragraph 2.10 the HGS FIELD
shall not include ANTISENSE for such SP PRODUCT.
           2.10 In the event  that SP  desires  to  extend  the  licenses  under
LICENSED  TECHNOLOGY  and/or  LICENSED  PATENT(S) to the field of ANTISENSE with
respect to the DNA (RNA) or gene product of an  EXCLUSIVE  SP PRODUCT,  HGS will
grant such a license to SP, to the extent that HGS has the right to grant such a
license, and HGS has not previously begun to develop a product against DNA (RNA)
which is  essentially  the same as DNA  (RNA) to  which  SP  desires  a  license
extension.  SP shall  have a right to  inspect  in this  respect as set forth in
Paragraph  2.5.  It is  expressly  understood,  however,  that  HGS is  under no
obligation  to maintain  the ability to grant such a license to SP. With respect
to each SP PRODUCT  for which a license is granted  pursuant  to this  Paragraph
2.10,  such SP PRODUCT will be subject to the  milestone  payments and royalties
provided in this Agreement,  but shall not be subject to any additional  license
fee.
          2.11 (a) The parties  acknowledge and agree that HGS may in the future
add additional  collaboration partners for GENE THERAPY by entering into similar
Gene  Therapy  Collaboration  and  License  Agreements  with  one or more  THIRD
PARTIES,  provided,  however,  that there shall at no  time  be more  than [***]
parties (inclusive of SP) collaborating on GENE
                                       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."


THERAPY  with HGS. To the extent that HGS enters into such an  agreement  or any
amendment or  supplement  thereto,  then SP may,  within sixty (60) days of SP's
receipt  from  HGS of a full,  complete  and  correct  copy  of such  agreement,
amendment or  supplement  elect to  substitute  all  material  terms of any such
agreement  for  the  material  terms  of  this  Agreement.  HGS  agrees  to make
representatives who are knowledgeable as to the terms and conditions of any such
agreement available to discuss such terms and conditions with representatives of
SP in order to permit SP to fairly  determine  whether or not to  exercise  such
option. Nothing in this Paragraph 2.11(a) and subject to Paragraph 2.11(b) is to
be construed  as limiting  HGS'  ability to grant to THIRD  PARTIES  licenses to
specific genes.
                  (b) In the event that during the RESEARCH  TERM HGS desires to
offer a license to a THIRD PARTY in the FIELD with  respect to a specific  GENE,
HGS shall notify SP in writing  that such GENE is available to SP for  licensing
as an EXCLUSIVE SP PRODUCT in the FIELD and SP shall have thirty (30) days after
such  notice to  exercise  the  option  granted to SP under  Paragraph  2.5 with
respect to such GENE. If SP fails to exercise the option within such thirty (30)
day period,  HGS shall have the right to grant  licenses  to a THIRD  PARTY(IES)
with respect to such GENE in the FIELD.

3.       PAYMENTS AND ROYALTIES
         ----------------------

         3.1 (a) SP agrees to pay to HGS as an  upfront  fee an amount  equal to
[***] which  shall be due and  payable in five equal  payments of [***] with the
first payment  being due and payable ten (10) days after the EFFECTIVE  DATE and
each of the second  through  fifth  payments  being due and payable on the first
through fourth anniversaries 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."


respectively.  All payments to be made  hereunder  shall be by wire  transfer of
immediately available funds to an account designated by HGS.
                  (b) In the  event  that  any  payment  due and  payable  under
Paragraph  3.1(a) is not paid when due and  payable  and  remains  unpaid  for a
period of thirty (30) days after written notice by HGS to SP of such failure, or
if this Agreement is terminated by HGS, pursuant to Section 10 hereof,  then all
amounts  which are to be paid under  Paragraph  3.1(a)  which have not been paid
shall  become  immediately  due and  payable at the end of such  thirty (30) day
period.
         3.2 (a)  Subject  to  Paragraphs  3.3 and 3.5,  SP shall pay to HGS the
following royalties on NET SALES of each SP PRODUCT sold by SP or its respective
licensees,  distributors  trading  on SP's  account or joint  ventures  or other
associated  companies,  which  royalty shall be calculated on a SP PRODUCT by SP
PRODUCT  basis,  with the  applicable  royalty  rate for  each SP  PRODUCT  in a
calendar year being based on worldwide sales for such SP PRODUCT in the calendar
year and this  determined  royalty rate being applied to all worldwide NET SALES
of such SP PRODUCT in such calendar year.

       Calendar Year Net Sales                          Royalty On
     (U.S. Dollars in Millions)                         SP Product

                [***]                                     [***]

                [***]                                     [***]

                [***]                                     [***]
                                       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."


         By way of example and for avoidance of doubt,  if an SP PRODUCT,  shall
have  applicable  worldwide  NET SALES in a  calendar  year of  [***],  then the
royalty  rates  and  royalties  owed  shall be [***] on all NET SALES of such SP
PRODUCT.
                  (b)  SP's  royalty  obligations  to  HGS  with  respect  to SP
PRODUCTS (as defined  herein) are solely as set forth in this  Paragraph 3.2 and
no  additional  royalty  obligations  shall be incurred for sales of SP PRODUCTS
under any other  agreements  between  the  parties,  including  the  THERAPEUTIC
AGREEMENT  relating to SP DRUG  PRODUCTS,  SP ANTIBODY  PRODUCTS  and SP PROTEIN
PRODUCTS in each case as defined in the THERAPEUTIC AGREEMENT.
                  (c) There shall be no royalty or milestone  obligations for SP
PRODUCTS  where SP  independently  identifies  95-100% of the full  length  gene
sequence (start to stop codon in cDNA) without use of LICENSED  TECHNOLOGY or SP
TECHNOLOGY  provided  the SP  PRODUCT  does not  infringe  a claim of a  granted
LICENSED PATENT.
                  (d) If an SP PRODUCT  is not  covered by a claim of a LICENSED
PATENT,  HGS shall not receive  royalties for SP PRODUCTS  DISCOVERED  more than
four (4) years after the end of the RESEARCH TERM.
         No royalty shall be due for an SP PRODUCT (i) which is DISCOVERED after
the end of the  RESEARCH  TERM and (ii) which is not an EXCLUSIVE SP PRODUCT and
(iii) which is an SP PRODUCT only as a result of the use of unpatented  LICENSED
TECHNOLOGY  after the  RESEARCH  TERM which,  at the time of use,  is  generally
available to the public,  or SP  TECHNOLOGY  developed  after the RESEARCH  TERM
which is SP TECHNOLOGY only as
                                       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."


a result of use of unpatented  LICENSED  TECHNOLOGY which is generally available
to the public at the time of such use.
         3.3 (a) With  respect to any SP PRODUCT in any country in any  calendar
year,  in the event  that SP also owes  royalties  to a THIRD  PARTY for such SP
PRODUCT in such country for such calendar  year and the royalties  actually owed
to such THIRD PARTY when  aggregated  with the royalties owed to HGS for such SP
PRODUCT in such country in such  calendar  year  (hereafter  for the purposes of
this Paragraph 3.3 shall be "Aggregated  Royalties")  causes the royalty rate on
NET SALES for such SP PRODUCT in such  country in such  calendar  year to exceed
5%, then one-half of the  royalties  which are to be actually paid to such THIRD
PARTY may be credited  against the  royalties  due to HGS for such SP PRODUCT in
such  country in such  calendar  year,  but in no event shall the  royalty  rate
payable to HGS be reduced  to less than 3%, nor shall the  Aggregated  Royalties
for such SP PRODUCT be reduced to less than 5%.
         3.4 SP shall make the following  milestone  payments to HGS for each SP
PRODUCT,  which  milestone  payment shall be due and payable  within thirty (30)
days after the  milestone  event is achieved by or on behalf of SP or a licensee
of SP:                        
                           (i) [***] upon  successful  completion of Phase I for
an SP PRODUCT;
                           (ii) [***] upon successful completion of Phase II for
SP PRODUCT;
                           (iii) [***] upon first  submission of an  application
for regulatory approval of an SP PRODUCT in a MAJOR MARKET;
                                       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."


                           (iv)  [***] (or [***] if the  option fee has not been
paid under  Section  2.5 for an SP  PRODUCT)  upon the first  approval  of an SP
PRODUCT for  commercial  sale in a MAJOR  MARKET  (provided,  however,  that any
pricing and/or third party reimbursement  approvals as necessary for sale of the
SP PRODUCT are also received).
         The milestone  payments  provided in this paragraph  shall only be made
once for each SP PRODUCT  and shall not be made in the case of  improvements  or
modifications such as but not limited to changed forms,  formats,  formulations,
indications, processes or protocols of an SP PRODUCT for which the payments were
previously made.
         In no event shall the aggregate of the fee paid under Paragraph 2.5 and
the  milestone  payments  under  Paragraph  3.4 for each SP  PRODUCT  exceed the
following:
                  (i) For the  first  two SP  PRODUCTS,  [***];
                  (ii)  For  the  third  SP  PRODUCT,  [***];
                  (iii)  For  the  fourth  SP   PRODUCT   and  each  SP  PRODUCT
thereafter, [***]
         3.5 Royalty obligations under this Agreement and any agreements that SP
shall enter into with a licensee, with respect to SP PRODUCT, shall terminate on
a country-by-country and  product-by-product  basis on the later of (i) ten (10)
years after first  country-wide  launch of each  product in each country or (ii)
expiration  of the last to expire SP PATENT or  LICENSED  PATENT  licensed to SP
under this Agreement which covers the making, having made, importing, exporting,
offering to sell or using or selling of each product in each country.
                                       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."


         3.6 [***] of all payments to be made by SP pursuant to Sections 3.1 and
3.4 shall be paid by [***] and [***] shall be paid by [***].  All payments to be
made by SP pursuant to Section 3.2 shall be apportioned between [***] and [***].
according to the  provisions of Section 9.4. In the event that (i) payments made
by [***] cause HGS to be subject to additional taxes and/or withholding tax, and
(ii) such additional taxes and/or  withholding tax are due solely as a result of
such  payments  being  made  by  [***],  then  SP and HGS  shall  agree  upon an
alternative manner of payment.  The foregoing  notwithstanding,  [***] and [***]
are jointly and severally  liable for any and all payments by SP to HGS pursuant
to this Section 3, provided that payments made by [***] does not cause HGS to be
subject to additional  taxes and/or a withholding tax solely as a result of such
payments being made by [***].
         3.7 The manner in which  statements and remittances of royalty payments
are handled are as set forth in Section 9 hereof.
         3.8 All  payments  to be made  hereunder  shall be by wire  transfer of
immediately available funds to an account designated by HGS.

4.       RESEARCH TERM
         -------------

         4.1      The INITIAL RESEARCH TERM shall terminate five years after the
EFFECTIVE DATE.
         4.2  The  INITIAL  RESEARCH  TERM  may  be  extended  for  up to  [***]
additional  years, in the event the INITIAL  RESEARCH TERM is extended under the
THERAPEUTIC  AGREEMENT,  by written notice  provided to HGS by SP at least sixty
(60) days prior to the
                                       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."


end of the INITIAL RESEARCH TERM or at least sixty (60) days prior to the end of
any one year  extension  thereof.  A payment of [***] for each  additional  year
shall be due within ten (10) days of the end of the INITIAL RESEARCH TERM or the
end of any one year extension thereof, as the case may be.
         4.3 In any  extension  of the  INITIAL  RESEARCH  TERM,  the rights and
licenses  granted to SP under  Paragraph  2.1 shall be further  granted  for the
EXTENDED  TERM but  limited to  research  and  development  of SP  PRODUCTS  and
EXCLUSIVE SP PRODUCTS in the FIELD.

5.       TECHNOLOGY TRANSFER
         -------------------

         5.1 (a) Promptly after the EFFECTIVE DATE, HGS shall disclose to SP all
information which is LICENSED TECHNOLOGY.
                  (b) Throughout the INITIAL  RESEARCH TERM,  except as provided
in Paragraph  5.2, HGS shall  promptly  provide to SP all  information  which is
LICENSED  TECHNOLOGY  and  materials  (as  available  to HGS  and as  reasonably
requested by SP) which are LICENSED  TECHNOLOGY  including,  without limitation,
(i) preliminary  annotation data of DNA sequences which are LICENSED  TECHNOLOGY
such as tissue  source;  library  specifications  for  libraries  from which DNA
sequences which are LICENSED  TECHNOLOGY are obtained;  (ii) sequence homologies
and motif  searches  with respect to DNA  sequences  (and encoded  polypeptides)
which are LICENSED TECHNOLOGY; (iii) biological information obtained by HGS with
respect to DNA sequences and encoded polypeptides which are LICENSED TECHNOLOGY;
and (iv) clones containing  sequences which are LICENSED TECHNOLOGY as available
to HGS and as reasonably requested by SP; and (v) expression cell
                                       20
<PAGE>
lines and vectors, as reasonably  requested by SP and as available to HGS and to
the extent that HGS is not contractually  precluded from providing them, for the
sole purpose of research and development in the FIELD. SP understands and agrees
that  experimental  data  relating  to   characterization  of  DNA  and  encoded
polypeptides are not included in this Paragraph 5.1(b).
                  (c) Except as otherwise set forth herein,  LICENSED TECHNOLOGY
to be provided to SP pursuant to Paragraphs 5.1(a) and 5.1(b)(i), (ii) and (iii)
shall be in the form of electronic  transfers of the LICENSED TECHNOLOGY and HGS
shall  deliver the  LICENSED  TECHNOLOGY  to SP in a manner and format  which is
compatible for use with the SOFTWARE.
                  (d) Promptly  after the  EFFECTIVE  DATE,  HGS will provide SP
with  printouts  of HGS full length gene reports to the extent that they include
LICENSED TECHNOLOGY and to the extent that they exist on the EFFECTIVE DATE.
         5.2  HGS  shall  not  be  required  to  transfer  to SP  sequence  data
consisting of second walks and full length  sequences or biological  information
or clones, in each case which are LICENSED  TECHNOLOGY with respect to potential
THERAPEUTIC  PROTEINS,  until HGS obtains  exclusive  rights  thereto  under the
THERAPEUTIC  AGREEMENT.  The preceding  sentence shall not apply to second walks
performed by HGS at the specific request of SP.
         5.3 The transfer of LICENSED  TECHNOLOGY  to SP shall be  documented by
HGS.  Such  documentation  shall  include,  but not be limited  to,  transfer of
LICENSED  TECHNOLOGY to SP electronically  and/or in writing and/or, in the case
of oral  transfer,  by  written  notice  to SP of the  substance  of  such  oral
transfer.
                                       21
<PAGE>
         5.4 At the end of the RESEARCH  TERM, SP shall  promptly  return to HGS
any and all LICENSED  TECHNOLOGY  other than LICENSED  TECHNOLOGY as to which SP
retains a license hereunder,  including, without limitation, LICENSED TECHNOLOGY
which is not deemed confidential in accordance with Paragraph 7.2.
         5.5 SP agrees to maintain security measures  (including but not limited
to computer and computer  network  security  measures)  for LICENSED  TECHNOLOGY
which are similar to the measures  currently employed by SP to safeguard its own
confidential  information.  These security measures have been discussed with HGS
and HGS agrees that such security measures are acceptable to HGS.
         5.6 (a) To the extent it has not already been provided to SP, HGS shall
provide to SP, promptly following the EFFECTIVE DATE, without additional charge,
initial copies of the SOFTWARE and thereafter, during the INITIAL RESEARCH TERM,
as they become available, copies of any enhancements to the SOFTWARE made by HGS
during the INITIAL  RESEARCH TERM,  including all  modifications to the SOFTWARE
which  increase the speed,  efficiency or ease of operation of the SOFTWARE,  or
add  additional  capabilities  to or  otherwise  improve  the  functions  of the
SOFTWARE.
                  (b) For a period of two years after the  EFFECTIVE  DATE,  HGS
shall provide to SP,  without  additional  charge,  all  necessary  telephone or
on-site consultation requested by SP in connection with its use and operation of
the SOFTWARE or any problems therewith. Telephone consultation shall be provided
by HGS during normal business hours.
                  (c) SP  shall  have  the  right,  in its  own  discretion,  to
independently modify the SOFTWARE for its own purposes and use SOFTWARE, through
the services of its own
                                       22
<PAGE>
employees  or of  independent  contractors,  provided  that  same  agree  not to
disclose or distribute any part of the SOFTWARE to any other person or entity or
otherwise violate HGS's proprietary rights therein. SP shall be the owner of any
such  modification.  SP may,  at its  sole  discretion,  provide  such  SOFTWARE
modifications  to HGS,  which will be retained by HGS in confidence and will not
be disclosed  to any THIRD PARTY  without the prior  written  consent of SP. HGS
shall not incorporate any such  modification  into its software for distribution
to THIRD PARTY(IES) unless SP (in its sole discretion) first consents in writing
and HGS first agrees to pay SP a reasonable royalty, pursuant to mutually agreed
upon terms. SP acknowledges  and agrees that SOFTWARE and any modified  SOFTWARE
developed  by or on  behalf  of SP may  only be used by or for SP and may not be
transferred to a THIRD PARTY.

6.       PRODUCT DEVELOPMENT
         -------------------

         6.1 SP shall use diligent efforts to develop,  market, promote and sell
royalty  bearing  EXCLUSIVE SP PRODUCT  equivalent to those efforts it uses with
respect to its  products of similar  value and status,  subject to SP's right to
terminate  such  efforts and  surrender  all rights in and to such SP  EXCLUSIVE
PRODUCTS.
         6.2  Within  sixty (60) days after the end of each  calendar  year,  SP
shall provide to HGS in writing annual reports with respect to work performed by
or for SP under RESEARCH PLANS.
                                       23
<PAGE>
7.       CONFIDENTIALITY
         ---------------

         7.1 Subject to  Paragraphs  7.2,  7.3 and 7.4 the parties  agree not to
disclose  and/or  provide  to a THIRD  PARTY any  information  and/or  materials
received from the other party and to use the information and materials  received
from the other party only as licensed hereunder.
         7.2 Unless otherwise restricted by this Agreement,  the confidentiality
obligations  of paragraph 7.1 shall not apply to  information  and/or  materials
which:
                  (i) was 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  and who is not under
an obligation of  confidentiality  to the disclosing  party;
                  (iv) is required by law or bona fide legal process regulation,
rule,  act or order of any  governmental  agency or authority  to be  disclosed,
provided that the party  required to make the  disclosure  takes all  reasonable
steps to restrict and maintain  confidentiality  of such disclosure and provides
reasonable notice to the party providing the information and/or materials;
                  (v) is  approved  for  release  by the  parties,  or  (vi)  is
independently  developed  by  the  employees  or  agents  of a  party  or  their
respective AFFILIATES, without any knowledge of the information and/or materials
provided by the other party, provided that such
                                       24
<PAGE>
independent development can be properly demonstrated by the party disclosing the
information and/or materials.
         7.3 (a)  Notwithstanding  Paragraph 7.1, SP may disclose and/or provide
LICENSED  TECHNOLOGY  to a THIRD  PARTY who (i)  receives  a license  from SP to
LICENSED  TECHNOLOGY in conjunction with a license to an SP PRODUCT as permitted
by Paragraph  2.8 hereof or (ii) is a THIRD PARTY  contractor  assisting SP with
respect  to an SP  PRODUCT,  provided  that  such  THIRD  PARTY  enters  into an
agreement  as  provided  in  Paragraph  7.4,  and such  THIRD  PARTY  agrees  to
confidentiality and non-use obligations essentially identical to Paragraph 7.1.
                  (b) Unless  restricted by other  provisions of this Agreement,
the  obligations  of  Paragraph  7.1 shall not  restrict  the  ability of HGS to
disclose  information  and/or provide materials to a THIRD PARTY,  provided that
such THIRD PARTY  enters into an  agreement  by which the THIRD PARTY  agrees to
confidentiality obligations essentially identical to Paragraph 7.1.
         7.4 In the event that SP  intends  to  transfer  or  disclose  LICENSED
TECHNOLOGY  to a THIRD PARTY  contractor  as permitted by Paragraph  7.3 no such
transfer or  disclosure  shall take place until such THIRD PARTY  enters into an
agreement  with SP by which SP is granted  ownership of or a license  (including
the right to grant  sublicenses)  to all  inventions  (and patent  rights  based
thereon) which result from the use of LICENSED  TECHNOLOGY.  Any such inventions
and  patents  shall be SP  TECHNOLOGY  and SP  PATENTS  subject to the terms and
conditions of this Agreement,  provided,  however,  that any such inventions and
patents which
                                       25
<PAGE>
result from any incidental or immaterial use of LICENSED TECHNOLOGY shall not be
SP TECHNOLOGY or SP PATENTS.
         7.5 All  confidential  information  disclosed by one party to the other
party shall remain the  intellectual  property of the disclosing  party.  In the
event  that a court  or other  legal or  administrative  tribunal,  directly  or
through an appointed  master,  trustee or receiver,  assumes partial or complete
control over the assets of a party to this Agreement  based on the insolvency or
bankruptcy of such party,  the bankrupt or insolvent party shall promptly notify
the court or other tribunal (i) that confidential  information received from the
other party  under this  Agreement  remains the  property of the other party and
(ii) of the confidentiality  obligations under this Agreement.  In addition, the
bankrupt or insolvent  party  shall,  to the extent  permitted by law,  take all
steps  necessary  or  desirable  to maintain  the  confidentiality  of the other
party's confidential information and to insure that the court, other tribunal or
appointee  maintains such information in confidence in accordance with the terms
of this Agreement.
         7.6 (a) No public announcement concerning (i) the existence of or terms
of this Agreement, (ii) research and/or discoveries made by SP, (iii) milestones
achieved by SP, and (iv) exercise by SP of rights and options granted under this
Agreement,  shall be made,  either directly or indirectly,  by any party to this
Agreement  without prior written notice to the other party and, except as may be
legally  required,  or as may be  legally  required  for a  public  offering  of
securities,  or as  may  be  required  for  recording  purposes,  without  first
obtaining the approval of the other party and agreement upon the nature and text
of such  announcement.  The party desiring to make any such public  announcement
shall  inform the other party of the  proposed  announcement  or  disclosure  in
reasonably sufficient time prior to public release, and shall
                                       26
<PAGE>
provide  the other  party with a written  copy  thereof,  in order to allow such
other party to comment upon such announcement or disclosure.  This paragraph 7.6
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.
                  (b) HGS may provide a THIRD PARTY who enters into an agreement
with HGS of the  type  contemplated  by  Paragraph  2.11(a)  with a copy of this
Agreement after they enter into such agreement.
         7.7 Without the written consent of HGS, SP shall not submit for written
or oral  publication  any  manuscript,  abstract  or the like which  includes SP
TECHNOLOGY  which is or is directed to a SP PRODUCT  prior to the earlier of (i)
eighteen months after SP files an SP PATENT which claims such SP PRODUCT or (ii)
the date on which such SP PRODUCT is  disclosed in a printed  publication  other
than through breach of this paragraph.
         7.8 HGS agrees that all RESEARCH PLANS submitted by SP pursuant to this
Agreement  shall be  strictly  confidential  and shall be provided to only those
employees at HGS who are to be responsible for determing whether or not SP shall
receive an exclusive license to an SP PRODUCT pursuant to Paragraph 2.5, and for
monitoring SP's  obligations  under Section 6, not to exceed five (5) employees.
HGS further  agrees that all such  RESEARCH  PLANS will not be utilized by or on
behalf of HGS for any other purpose.

8.       PATENT PROSECUTION AND LITIGATION
         ---------------------------------

         8.1 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 by its employees, agents,
or other persons acting under its
                                       27
<PAGE>
authority. As to all inventions,  discoveries,  designs, works of authorship and
other  know-how  made,  conceived,  reduced to practice or generated  jointly by
employees,  agents,  or other persons  acting under the authority of HGS and SP,
the  parties  shall own an equal  undivided  interest  therein.  In the event of
jointly owned inventions,  HGS shall be responsible for the filing,  prosecution
and maintenance of patents and patent  applications  directed  thereto under the
terms and  conditions  of Paragraph  8.2,  however,  each of HGS and SP shall be
responsible  for an  equal  share of the cost and  expense  thereof.  HGS  shall
consult  with  SP  with  respect  to  strategies  for  filing,  prosecution  and
maintenance of patents and patent applications for which it bears responsibility
under this  Section 8.1, and shall keep SP  reasonably  informed  with regard to
filing,  prosecution  and  maintenance  activity  for such  patents  and  patent
applications,  provided,  however,  that HGS shall  have  final  decision-making
authority with respect to filing, prosecution and maintenance of any patents and
patent  applications  for which it is  responsible.  If a joint  owner  does not
desire to file,  prosecute or maintain a patent or patent application to a joint
invention,  such owner shall assign its ownership  interest therein to the other
joint owner and shall no longer be responsible for the cost and expense thereof,
and shall have no further  right to consult,  review or comment  with respect to
the filing,  prosecution and  maintenance of said patent or patent  application.
All patents  and patent  applications  to joint  inventions  which are  LICENSED
TECHNOLOGY  and/or SP  TECHNOLOGY  shall be  LICENSED  PATENTS  and SP  PATENTS,
respectively,  subject to the terms and conditions of this Agreement; otherwise,
any  joint  owner  shall be free to  dispose  of its  interest  therein  without
accounting to any other owner.
                                       28
<PAGE>
          8.2 (a) HGS  shall  have  the  right  within  its sole  discretion  to
prepare,  file,  prosecute  and maintain  LICENSED  PATENTS  owned by HGS.  With
respect to LICENSED PATENTS as to which SP retains a license hereunder,  subject
to Paragraph  8.10,  HGS shall keep SP  reasonably  informed with respect to the
filing and prosecution  thereof  (including  interference  proceedings).  In the
event that HGS does not  intend to  prepare,  file,  prosecute  and/or  maintain
patent protection in any country with respect to LICENSED  TECHNOLOGY other than
expressed sequence tags (ESTs) as to which SP retains a license  hereunder,  HGS
shall, at SP's option,  do so at the cost and expense of SP. In the event that a
THIRD  PARTY who has  entered  into an  agreement  with HGS as  contemplated  by
Paragraph  2.11(a)  also makes such a request in a country,  such costs shall be
apportioned between SP and such THIRD PARTY.
                  (b) SP shall  have the right  within  its sole  discretion  to
prepare,  file, prosecute and maintain SP PATENTS. With respect to SP PATENTS as
to which HGS retains a license  hereunder,  subject to Paragraph  8.11, SP shall
keep HGS reasonably  informed with respect to the filing and prosecution thereof
(including  interference  proceedings).  In the event that SP does not intend to
prepare,  file,  prosecute and/or maintain patent protection in any country with
respect to SP TECHNOLOGY as to which HGS retains a license hereunder,  SP shall,
at HGS' option, do so at the cost and expense of HGS.
                  (c) SP will provide HGS reasonable assistance to enable HGS to
prepare,  file,  prosecute  and maintain  LICENSED  PATENTS  pursuant to section
8.2(a). HGS will provide SP reasonable assistance to enable SP to prepare, file,
prosecute and maintain SP PATENTS pursuant to section 8.2(b).
                                       29
<PAGE>
         8.3 Each party,  on behalf of itself,  its AFFILIATES and its and their
respective 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 AFFILIATES and its or their  respective  officers,  directors,
employees,  shareholders,  agents,  successors and assigns, which may arise from
performance of patent  activities under this Section,  except those which result
from gross negligence, recklessness, or willful misconduct.
          8.4 (a) In the event of the  institution  of any suit by a THIRD PARTY
against SP or its licensees for patent  infringement  involving the manufacture,
use,  import,  export,  offer for sale,  sale,  distribution  or marketing of SP
PRODUCT,  SP shall  promptly  notify HGS in  writing.  As between HGS and SP, SP
shall be solely  responsible  for the cost and  expense  of such  action and any
liability which results therefrom.
                  (b) In the  event  of the  institution  of any suit by a THIRD
PARTY  against  HGS or its  licensees,  for patent  infringement  involving  the
manufacture,  use,  import,  export,  offer  for  sale,  sale,  distribution  or
marketing  of any product  sold by HGS or its  licensees  involving or developed
using LICENSED TECHNOLOGY and/or SP TECHNOLOGY,  HGS shall promptly notify SP in
writing. As between HGS and SP, HGS shall be solely responsible for the cost and
expense of such action and any liability which results therefrom.
         8.5 In the event that HGS or SP becomes  aware of actual or  threatened
infringement of a SP PATENT or LICENSED  PATENT anywhere in the TERRITORY,  that
party shall  promptly  notify the other  party in  writing.  The owner of the SP
PATENT or LICENSED  PATENT shall have the first right but not the  obligation to
bring, at its own expense, an
                                       30
<PAGE>
infringement action against any THIRD PARTY and to use the other party's name in
connection therewith.  If the owner of the patent does not commence a particular
infringement  action within ninety (90) days, the other party,  after  notifying
the owner in writing,  shall be entitled to bring such  infringement  action, in
its own name and/or in the name of the patent  owner,  at its own expense to the
extent that such party is licensed thereunder. The foregoing notwithstanding, in
the  event  that  an  alleged   infringer   certifies   pursuant  to  21  U.S.C.
ss.355(b)(2)(A)(iv)  against an issued SP PATENT or LICENSED  PATENT  covering a
product,  as between the patent  owner and the owner of the  product,  the party
receiving notice of such certification  shall immediately notify the other party
of such  certification,  and if fourteen  (14) days prior to  expiration  of the
forty five (45) day period set forth in 21 U.S.C. ss.355(c)(3)(C),  the owner of
the SP PATENT or LICENSED PATENT fails to commence an infringement  action,  the
party receiving  notice,  in its sole discretion,  at its own expense and to the
extent that it is  licensed  under the SP PATENT or  LICENSED  PATENT,  shall be
entitled to bring such infringement action in its own name and/or in the name of
the patent owner.  The party conducting an action under this Paragraph 8.5 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
licensing party or licensed party if it would adversely affect the patent rights
of such party.  The  licensing  party (i.e.,  the patent owner) and the licensed
party (e.g., the owner of the product) shall  reasonably  assist one another and
cooperate in any such litigation at the other's request,  each such party paying
its  own  costs  and  expenses.   The  party  conducting  the  litigation  shall
periodically   reimburse  the  other  party  for  its   reasonable   and  actual
out-of-pocket  expenses for  assisting in the  litigation,  which  reimbursement
shall be made within thirty (30) days of receipt by the party
                                       31
<PAGE>
conducting  the  litigation  of  itemized  invoices  from  the  assisting  party
documenting such expenses.
         8.6 Any recovery  made by a party as the result of an action for patent
infringement  it has  conducted  under  Paragraph  8.5 shall be  distributed  as
follows:
                  (i) The party  conducting  the action shall recover its actual
                  out -of-pocket expenses. 
                  (ii) To the extent that the recovery exceeds the total of item
                  (i),  the  excess  shall be kept by the party  conducting  the
                  action,  provided,  however,  that to the extent  that (a) the
                  recovery is based on an award of lost  sales/profits,  and (b)
                  the party  conducting the action would have incurred a royalty
                  obligation to the other party based upon such sales, the party
                  to whom such  royalties  would  have been due shall  receive a
                  proportion of the excess recovery corresponding to the royalty
                  percentage it would have otherwise been due.
         8.7 The parties shall periodically keep one another reasonably informed
of the  status  of and of,  their  respective  activities  regarding,  any  such
litigation or settlement thereof.
          8.8 To the extent  that the owner of a SP PATENT or a LICENSED  PATENT
also owns a product  (covered  by an NDA or HRD)  which  product is covered by a
granted claim of said SP PATENT or LICENSED PATENT,  the owner of said SP PATENT
or LICENSED PATENT shall have the first right to seek extensions of the terms of
the patent and to seek to obtain SPCs. If the owner of a SP PATENT or a LICENSED
PATENT  does not own a product  covered by a granted  claim of said SP PATENT or
LICENSED  PATENT,  then the owner of a product  (covered by an NDA or HRD) which
product is licensed under and is covered by a
                                       32
<PAGE>
granted claim of said SP PATENT or LICENSED  PATENT shall have the right to seek
extensions  of the terms of the  patent and to seek to obtain  SPCs.  Where more
than one (1) product is covered by a granted  claim of the same SP PATENT or the
same LICENSED PATENT, as between SP and HGS, the right to seek extensions of the
terms of the patent and to obtain  SPCs shall be granted by the patent  owner to
the first of SP, HGS or licensee of HGS, who is licensed thereunder to submit to
the patent owner, in writing,  a request to obtain such rights with respect to a
product  (covered by an NDA or HRD) which is approved for marketing  and/or sale
in at least one country in which said SP PATENT or LICENSED  PATENT is in force.
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.
          8.9 (a) All rights and  licenses  granted  under or  pursuant  to this
Agreement by one party to another party are, for all purposes of Section  365(n)
of Title 11 of the U.S.  Code ("Title 11"),  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, 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)
                                       33
<PAGE>
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.
                  (b)  If a  Title  11  case  is  commenced  by or  against  the
licensing  party,  this  Agreement  is  rejected as provided in Title 11 and the
party who is a licensee  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 thereof. Whenever, the licensing party or any of
its  successors  or assigns  provides to the party who is a licensee  any of the
intellectual property licensed hereunder (or any embodiment thereof) pursuant to
this  Paragraph 8.9, the party who is a licensee 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.
                                       34
<PAGE>
                  (c) All rights, powers,  remedies,  obligations and conditions
of the party who is a licensee  provided  herein are in  addition  to and not in
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,  powers 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 now 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 Title 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 a
product  licensed  hereunder,  and (ii) the right to contract  directly with any
third party  described in clause (i) in this sentence to complete the contracted
work.
          8.10  The  obligations  of HGS to keep SP  informed  under  Paragraphs
8.2(a)  shall only apply to LICENSED  PATENTS  which claim  LICENSED  TECHNOLOGY
which HGS is required to disclose to SP pursuant to Section 5.
                                       35
<PAGE>
         8.11 The obligations of SP to keep HGS informed under Paragraph  8.2(b)
shall not apply to any SP PATENT  directed to SP  PRODUCTS  until the earlier of
publication  of the SP PATENT  and/or SP  obtaining  exclusive  rights to the SP
PRODUCT under Section 2.5.

9.       STATEMENTS AND REMITTANCES
         --------------------------

         9.1 SP shall  keep and  require  its  licensees  to keep  complete  and
accurate  records of all NET SALES of SP  PRODUCT  for which  royalties  are due
hereunder.  HGS shall have the right, at its expense, through a certified public
accountant  or like person  reasonably  acceptable  to SP, to examine  pertinent
financial  records  during regular  business  hours upon proper advance  written
notice  during  the life of this  Agreement  and for six (6)  months  after  its
termination  for  the  purpose  of  verifying  and  reporting  to  HGS as to the
computation of the royalty payments made hereunder; provided, however, that such
examination  shall not take place more often than once a year and not later than
forty-five (45) days after written request is made;  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 SP nor
its licensees shall be required to maintain such records for more than three (3)
years. The accountant shall execute customary  confidentiality  agreements prior
to any  examination,  reasonably  satisfactory  in form and  substance to SP, to
maintain in confidence all  information  obtained  during the course of any such
examination, except for disclosure to HGS, as necessary for the above purpose.
         9.2 Within sixty (60) days after the close of each calendar quarter, SP
shall  deliver to HGS a true  accounting  of all SP  PRODUCT  subject to royalty
hereunder  sold by it and its  licensees and  distributors  during such calendar
quarter and shall at the same time pay all royalties  due. In the event that the
royalty rate changes in a calendar quarter with respect to an
                                       36
<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."


SP  PRODUCT as a result of the NET SALES of such SP  PRODUCT  for such  calendar
year  reaching a level at which there is a change in royalty rate as provided in
Paragraph 3.2 ("New Royalty  Rate") then the royalties  which are paid by SP for
such calendar  quarter and the  subsequent  calendar  quarters for such calendar
year (until the royalty  rate is again  changed)  shall be  determined  and paid
based on the New Royalty Rate,  and in addition,  the royalties for the previous
calendar quarters for such calendar year for such SP PRODUCT shall be recomputed
at the New Royalty Rate, and the payment for the calendar quarter in which there
is a New Royalty Rate shall be adjusted for the difference between the royalties
paid for such SP PRODUCT for the previous  calendar  quarters for such  calendar
year and the  royalties for such  previous  calendar  quarters for such calendar
year  calculated  by use of the New Royalty  Rate.  Such  accounting  shall show
sales, each calculation of NET SALES and the calculation of currency  conversion
on  a   country-by-country   basis  and   SP-PRODUCT-by-SP-PRODUCT   basis,  and
recalculation of royalties based on a New Royalty Rate, if applicable..
         9.3 All royalties and other payments due under this Agreement  shall be
payable in U.S. dollars.
        
         9.4 All  royalties,  with the  exception  of those  payable on sales to
customers in the United States, shall be paid by [***] from its office in [***].
Royalties  payable  on U.S.  sales  shall be paid  directly  to HGS by  Schering
Corporation  from its offices in Kenilworth,  New Jersey.  Royalties  payable on
sales in  countries  other  than  the  United  States  shall  be  calculated  by
multiplying  the  appropriate  royalty rate times the sales in each  currency in
which they are made and  converting  the  resulting  amount into  United  States
dollars,  at the rates of exchange used by Schering  Corporation,  for reporting
such sales for United States
                                       37
<PAGE>
financial  statement  purposes.  A copy of SP's current  policy for  bookkeeping
exchange  rates  is  set  forth  in  Appendix  D.  If,  due to  restrictions  or
prohibitions imposed by a national or international  authority,  payments cannot
be made as aforesaid,  the parties shall consult with a view to finding a prompt
and acceptable  solution,  and SP will deal with such monies as HGS may lawfully
direct  at no  additional  out-of-pocket  expense  to  SP.  Notwithstanding  the
foregoing,  if royalties cannot be remitted to HGS for any reason within six (6)
months after the end of the calendar quarter during which they are earned,  then
SP shall be obligated to deposit the royalties in a bank account in  Switzerland
in the name of HGS.  SP shall  deduct  any taxes  which SP is  obligated  to pay
and/or  withhold in a country  based on  milestones or based on royalties due to
HGS based on sales in such country  from  royalty or milestone  payments due HGS
for such country under this Agreement and pay them to the proper  authorities as
required by applicable laws. SP shall maintain  official  receipts of payment of
any such taxes and forward these receipts to HGS within sixty (60) days.

10.      TERM AND TERMINATION
         --------------------

         10.1 This Agreement shall come into effect as of the EFFECTIVE DATE and
shall remain in full force and effect unless  earlier  terminated as provided in
this Section 10.
         10.2 (a) In the event SP fails to make a royalty or  milestone  payment
to HGS under this Agreement with respect to a SP PRODUCT,  when due, or fails to
meet its  obligations  under  Section 6 of this  Agreement  with  respect  to an
EXCLUSIVE SP PRODUCT, in addition to any other remedy which it may have, HGS may
notify SP in writing  that all of SP's rights with respect to such SP PRODUCT or
EXCLUSIVE SP PRODUCT, as the case may be, shall
                                       38
<PAGE>
terminate as of thirty (30) days after such written  notice and SP's rights with
respect thereto shall  terminate  unless such payment is made or such failure is
cured, prior to the expiration of such thirty (30) day period.
                  (b) In the event that the THERAPEUTIC  AGREEMENT is terminated
by HGS for failure of SP to pay the amounts which are due under Paragraph 3.1 or
Paragraph 5.1 of the  THERAPEUTIC  AGREEMENT,  then by written notice to SP, HGS
shall have the right to  terminate  this  Agreement  effective as of the date of
such notice.
         10.3 In the event that SP fails to make a payment to HGS under  Section
3.1 when due, in addition to any other remedy which HGS may have, HGS may notify
SP in writing of such  failure and that this  Agreement  shall  terminate in its
entirety  and  if SP  fails  to  make  such  payment  within  thirty  (30)  days
thereafter, this Agreement shall terminate.
         10.4 In the event that HGS fails to meet its obligations  under Section
5, in addition to any other remedy which SP may have,  SP may notify HGS of such
failure and that this  Agreement  shall  terminate in its  entirety,  and if HGS
fails to cure such failure  within thirty (30) days  thereafter,  this Agreement
shall terminate in its entirety.
         10.5 Either party,  may terminate  this  Agreement if, at any time, the
other  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 other party proposes a written
agreement of composition or extension of its debts,  or if the other 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
                                       39
<PAGE>
or be a party to any  dissolution  or  liquidation,  or if the other party shall
make an assignment for the benefit of creditors.
         10.6  Neither  party shall have the right to terminate  this  Agreement
except under  paragraphs  10.2,  10.3,  10.4,  and 10.5,  provided  however that
nothing in this  Agreement  shall  limit any  remedies  for breach  which may be
available  pursuant  to a  judgment  of a  court,  in law or  equity,  including
termination of this Agreement or of any or all rights hereunder, except that any
action  seeking  remedies  for breach of this  Agreement  shall be  conducted in
accordance with Section 18.

11.      RIGHTS AND DUTIES UPON TERMINATION
         ----------------------------------

         11.1  Notwithstanding  termination  of this  agreement,  the rights and
obligations  of the  parties  under  Sections  7, 9,  11,  13,  15 and  26,  and
Paragraphs 2.4(a) and (b), 2.7, 2.8, and 3.1(b) shall survive such termination.
         11.2  Termination  of the Agreement in accordance  with the  provisions
hereof  shall not limit  remedies  which may be  otherwise  available  in law or
equity.
         11.3 Other than  termination  of this  Agreement  pursuant to Paragraph
10.4 or with  respect to an SP PRODUCT as to which  rights have been  terminated
under Paragraph  10.2.  SP's obligation to pay royalties and milestone  payments
for SP PRODUCT shall survive such termination.
                                       40
<PAGE>
12.      WARRANTIES AND REPRESENTATIONS
         ------------------------------

         12.1 Each of HGS and SP hereby  represents,  warrants and  covenants to
the other, as of the EFFECTIVE DATE, as follows:
                  (a) it is a corporation  duly organized and validity  existing
under the laws of the state or other jurisdiction of incorporation or formation;
                  (b) the execution,  delivery and performance of this Agreement
by such party has been duly authorized by all requisite corporate action;
                  (c) it has the power and authority to execute and deliver this
Agreement  and  to  perform  its  obligations  hereunder,   including,   without
limitation,  the right,  power and authority to grant the licenses under Section
2;
                  (d) the execution,  delivery and  performance by such party of
this Agreement and its compliance  with the terms and provisions  hereof to such
party's best  knowledge  does not conflict  with or result in a breach of any of
the terms and provisions of or constitute a default under (i) a loan  agreement,
guaranty, financing agreement,  agreement affecting a product or other agreement
or instrument  binding or affecting it or its property;  (ii) the  provisions of
its charter documents or bylaws; or (iii) any order, writ,  injunction or decree
of any court or governmental authority entered against it or by which any of its
property is bound;
                  (e) this Agreement  constitutes such party's legal,  valid and
binding obligation  enforceable against it in accordance with its terms subject,
as to enforcement, to bankruptcy,  insolvency,  reorganization and other laws of
general  applicability  relating to or  affecting  creditors'  rights and to the
availability of particular remedies under general equity principles.
                                       41
<PAGE>
         12.2 HGS and SP, as the case may be,  hereby  represent,  warrant,  and
covenant to a party receiving a license hereunder as follows:
                  (a) as of the EFFECTIVE DATE,  there are no claims,  judgments
or  settlements  against  or owed by HGS or  pending  or  threatened  claims  or
litigation,  in each case relating to HGS' interest in or to LICENSED PATENTS or
LICENSED TECHNOLOGY; and
                  (b) HGS and SP, as the case may be, has not and will not grant
any rights or licenses to any person or entity  which is  inconsistent  with the
rights and  licenses  granted by HGS or SP, as the case may be, to a party under
this Agreement.
         12.3 HGS hereby  represents and warrants to SP that as of the EFFECTIVE
DATE:
                  (a)  without  having  made any  inquiry or  investigation,  no
information  has come to HGS' attention  which causes HGS to reasonably  believe
that SP will not be able to negotiate  license rights from each THIRD PARTY, who
is a licensor to HGS of the SOFTWARE  identified  in Appendix B as owned by said
THIRD  PARTY,  on terms that are at least as  favorable  to SP as those given by
such THIRD PARTY to HGS;
                  (b)  without  having  made an  inquiry  or  investigation,  no
information  has come to HGS' attention  which causes HGS to reasonably  believe
that the SOFTWARE to be provided to SP by HGS as of the EFFECTIVE DATE infringes
any patent, copyright,  trademark or trade secret right of any THIRD PARTY which
has not been licensed by HGS;
                  (c) to HGS' best knowledge,  the list of SOFTWARE contained in
Appendix B is true, complete and correct in all material respects;
                  (d) to HGS' best  knowledge,  the list of hardware  components
set forth in Appendix B includes all of the material  components SP will require
to utilize the SOFTWARE
                                       42
<PAGE>
at its facilities in the manner contemplated by this Agreement and to receive in
an electronic format  compatible with the SOFTWARE all LICENSED  TECHNOLOGY that
is available in electronic format; and
                  (e) for a  period  of one (1)  year  from  the  date  that the
SOFTWARE is installed and is fully operational at SP's facilities,  the SOFTWARE
located  at HGS and  which  is and  will be used by HGS to  input,  format,  and
transmit LICENSED  TECHNOLOGY to SP in an electronic format will function in the
manner intended by the parties.
         12.4 No party to this Agreement has in effect,  and after the EFFECTIVE
DATE no party shall enter into any written  agreement that would be inconsistent
with its obligations under this Agreement.
         12.5 NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT SP
PATENTS OR LICENSED  PATENTS ARE VALID OR  ENFORCEABLE OR THAT THEIR EXERCISE OR
THE  EXERCISE OF LICENSED  TECHNOLOGY  OR SP  TECHNOLOGY  DOES NOT  INFRINGE ANY
PATENT RIGHTS OF THIRD PARTIES. A HOLDING OF INVALIDITY OR  UNENFORCEABILITY  OF
ANY SUCH  PATENT,  FROM  WHICH NO FURTHER  APPEAL IS OR CAN BE TAKEN,  SHALL NOT
AFFECT ANY OBLIGATION  HEREUNDER,  BUT SHALL ONLY ELIMINATE  ROYALTIES OTHERWISE
DUE UNDER SUCH PATENT FROM THE DATE SUCH HOLDING BECOMES FINAL.
         12.6 EXCEPT AS OTHERWISE  EXPRESSLY SET FORTH HEREIN HGS and SP MAKE NO
REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND,
                                       43
<PAGE>
EITHER  EXPRESS  OR  IMPLIED,  INCLUDING,  BUT NOT  LIMITED  TO,  WARRANTIES  OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
         12.7 Each party  represents  and warrants to the other  parties  hereto
that any materials  provided by one party to another under this Agreement  shall
be used in compliance with all applicable laws and regulations.
         12.8 HGS hereby  warrants  and  represents  that to the extent any data
and/or  information  included within  LICENSED  TECHNOLOGY was obtained from The
Institute for Genomic  Research  (TIGR),  TIGR has granted  rights to HGS to all
such data and/or information.
         12.9 No claim can be made or shall  exist  with  respect to a breach of
warranty,  representation or covenant under Paragraph 12.1(a);  (b), (d) and (e)
Paragraph  12.2(a) or Paragraph 12.3, unless such claim is made prior to the end
of the RESEARCH TERM.
         12.10  In the  event  that  a  THIRD  PARTY  pursuant  to an  agreement
contemplated  by Paragraph  2.11(a) has a  publication  provision  which is more
favorable to SP than  Paragraph 7.7 of this  Agreement,  then SP may  substitute
such more favorable publication provision for Paragraph 7.7 by written notice to
HGS within sixty (60) days of receipt thereof.

13.      INDEMNIFICATION
         ---------------

         13.1 SP shall defend, indemnify and hold harmless HGS, licensors of HGS
and each of their  respective  directors,  officers,  shareholders,  agents  and
employees,  from and against any and all liability,  loss,  damages and expenses
(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  or  other
disposition
                                       44
<PAGE>
of any SP PRODUCT by or through SP or any THIRD PARTY granted rights by SP under
this  Agreement.  SP'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. SP shall have the
exclusive right. to control the defense of any action which is to be indemnified
in whole by SP  hereunder,  including  the  right to select  counsel  reasonably
acceptable to HGS to defend HGS, and to settle any claim, provided that, without
the  written  consent  of HGS  (which  shall  not be  unreasonably  withheld  or
delayed),  SP shall not agree to settle any claim against HGS to the extent such
claim has a material  adverse  effect on HGS. The  provisions of this  paragraph
shall  survive  and  remain in full  force  and  effect  after any  termination,
expiration or cancellation of this Agreement and the obligation  hereunder shall
apply whether or not such claims are rightfully  brought.  SP shall require each
licensee to agree to indemnify HGS, in a manner consistent with this paragraph.
         13.2 HGS shall defend,  indemnify and hold harmless SP, licensors of SP
and each of their  respective  directors,  officers,  shareholders,  agents  and
employees,  from and against any and all liability,  loss,  damages and expenses
(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  or  other
disposition  by or through  HGS or any THIRD PARTY  granted  rights by HGS under
this  Agreement  of any  product  in the HGS FIELD as to which HGS is  granted a
license under an SP PATENT. HGS's
                                       45
<PAGE>
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.  HGS shall have the  exclusive  right to
control the  defense of any action  which is to be  indemnified  in whole by HGS
hereunder,  including the right to select counsel reasonably acceptable to SP to
defend SP and to settle any claim, provided that, without the written consent of
SP (which shall not be unreasonably withheld or delayed), HGS shall not agree to
settle  any claim  against SP to the  extent  such claim has a material  adverse
effect on SP. The provisions of this paragraph  shall survive and remain in full
force and effect  after any  termination,  expiration  or  cancellation  of this
Agreement and HGS'  obligation  hereunder shall apply whether or not such claims
are rightfully brought. HGS shall require each licensee to agree to indemnify SP
in a manner consistent with this Paragraph 13.2.
         13.3 A person or entity  that  intends to claim  indemnification  under
this Section 13 (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 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
                                       46
<PAGE>
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 13 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 13, 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  13. The  Indemnitee  under this
Section 13, its employees and agents,  shall cooperate fully with the 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.

14.      FORCE MAJEURE
         -------------

         14.1 If the  performance  of any  party  of this  Agreement,  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
                                       47
<PAGE>
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.

15.      GOVERNING LAW
         -------------

         15.1  Except for  disputes  under  Section 8 which will be  governed by
Federal  law and  brought  in the  Federal  District  Court  of  Delaware,  this
Agreement  shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to the conflict of laws provisions  thereof and
the  exclusive  jurisdiction  and  venue  of any  action  with  respect  to this
Agreement  shall be in a state  court  of the  State  of  Delaware.  Each of the
parties hereto agrees to submit to the exclusive  jurisdiction and venue of such
court for the purpose of any such action.  Service of process in any such action
may be effected in the manner  provided in Section 18 for  delivery of notice or
in any other  manner  consistent  with  Delaware  law. In the event that a state
court or Federal  District  Court of the State of Delaware  holds that an action
cannot be brought and  maintained in a state court or Federal  District Court of
the State of  Delaware,  then such  action may be  brought  in any court  having
proper jurisdiction.

16.      SEPARABILITY
         ------------

         16.1 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.
                                       48
<PAGE>
         16.2  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.
         16.3 In the event that the terms and  conditions of this  Agreement are
materially  altered as a result of paragraphs 16.1 or 16.2, the parties will, in
good faith,  renegotiate  the terms and  conditions of this Agreement to resolve
any inequities.

17.      ENTIRE AGREEMENT
         ----------------

         17.1 This Agreement, together with the Schedules,  exhibits, Appendices
or  other  attachments  hereto,  entered  into  as of  the  date  written  above
constitutes  the entire  agreement  between the parties  relating to the subject
matter hereof 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.

18.      NOTICES
         -------

         18.1 Any notice  required or permitted  under this  Agreement  shall be
hand-delivered  or sent by express  delivery  service or certified or registered
mail,  postage  prepaid,  or by fax with written  confirmation  by mail,  to the
following addresses of the parties:
                                       49
<PAGE>
                  HGS
                           HUMAN GENOME SCIENCES, INC.
                           Suite 300
                           9410 Key West Avenue
                           Rockville, Maryland 20850
                           Attention:  Chief Executive Officer
                                    (Fax #301-309-8512)

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

                  SP
                           SCHERING CORPORATION
                           2000 Galloping Hill Road
                           Kenilworth, New Jersey  07033
                           Attention:       Vice President, Business Development
                                    (Fax #: 908-298-5379)
                           cc:              Director of Licensing
                                    (Fax #: 908-298-2739

                  and

                  SCHERING-PLOUGH LTD.
                  Toepferstrasse 5
                  CH-6004 Lucerne
                  Switzerland
                  Attention:  President
                                    (Fax # 41 41 4181626)


         18.2 Any notice  required  or  permitted  to be given  concerning  this
Agreement shall be effective upon receipt by the party to whom it is addressed.
                                       50
<PAGE>
19.      ASSIGNMENT
         ----------

         19.1 This  Agreement and the licenses  herein  granted shall be binding
upon and inure to the benefit of the assignees and successors in interest of the
respective  parties.  Neither this Agreement nor any interest hereunder shall be
assignable by a party  without the written  consent of the other parties and any
attempted  assignment contrary to this paragraph shall be void and without force
and effect provided,  however,  that a party may assign this Agreement or any of
its rights or obligations  hereunder to any AFFILIATE or to any THIRD PARTY with
which  it  may  merge  or  consolidate,  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 party,  provided  that the  assigning  party
remains  liable  under  this  Agreement  and that the THIRD  PARTY  assignee  or
surviving entity assumes in writing all of its obligations under this Agreement.

20.      RECORDING
         ---------

         20.1 SP and HGS each  shall  have the  right,  at any time,  to record,
register,  or otherwise  notify this  Agreement in appropriate  governmental  or
regulatory offices anywhere in the TERRITORY, and HGS or SP, as the case may be,
shall provide  reasonable  assistance to the other in effecting such  recording,
registering or notifying.
         20.2 The parties acknowledge that this Agreement may be notified to the
European Community for compliance with applicable laws.
                                       51
<PAGE>
21.      COUNTERPARTS
         ------------

         21.1 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.

22.      WAIVER.
         -------

         22.1 Any delay or  failure in  enforcing  a party's  rights  under this
Agreement  or any waiver as to a  particular  default or other  matter shall not
constitute  a waiver of such  party's  rights to the future  enforcement  of its
rights  under this  Agreement,  nor operate to bar the  exercise or  enforcement
thereof at any time or times thereafter, excepting only as to an express written
and signed waiver as to a particular matter for a particular period of time.
         22.2 Notwithstanding the foregoing,  in the event SP challenges whether
any payments  contemplated  hereunder  (including,  without  limitation  upfront
payments,  royalties or milestones) is due, it shall have the right to make such
payments under protest  (reserving all rights hereunder)  pending  resolution of
such dispute.

23.      INDEPENDENT RELATIONSHIP.
         -------------------------
         23.1 Nothing herein  contained shall be deemed to create an employment,
agency, joint venture or partnership  relationship between the parties hereto or
any of their  agents or  employees,  or any other legal  arrangement  that would
impose  liability  upon one  party  for the act or  failure  to act of the other
party.  No party shall have any power to enter into any contracts or commitments
or to incur any  liabilities in the name of, or on behalf of, the other parties,
or to bind the other parties in any respect whatsoever.
                                       52
<PAGE>
24.      EXPORT CONTROL.
         ---------------

         24.1 This Agreement is made subject to any restrictions  concerning the
export of products or technical  information  from the United  States of America
which  may be  imposed  upon or  related  to HGS or SP from  time to time by the
government of the United States of America.  Furthermore, SP agrees that it will
not export, directly or indirectly,  any technical information acquired from HGS
under this  Agreement or any products  using such  technical  information to any
country for which the United States government or any agency thereof at the time
of export  requires an export license or other  governmental  approval,  without
first  obtaining the written consent to do so from the Department of Commerce or
other agency of the United  States  government  when  required by an  applicable
statute or regulation.

25.       CHANGE OF CONTROL.
          ------------------

          25.1 In the event that a "Change of  Control"  causes  HGS' rights and
obligations  hereunder to pass to a "Major  Pharmaceutical  Company" (as defined
below)  then  such  Major  Pharmaceutical   Company  shall  set  up  appropriate
procedures  to  ensure  that  RESEARCH  PLANS  submitted  by SP are not used for
purposes other than those of Section 6 and Paragraph 2.5 of this  Agreement.  SP
shall have the right, at its  expense,through its own designated experts or like
person reasonably  acceptable to such Major  Pharmaceutical  Company, to examine
HGS' records  relating to such  procedures  to verify and report to SP that such
Major Pharmaceutical Company has complied with such procedures, Such examination
shall occur during regular  business  hours upon proper  advance  written notice
during the life of this Agreement and for six (6) months after its  termination,
provided, however, that such examination shall not take place
                                       53
<PAGE>
more  often  than  once a year and not later  than  forty-five  (45) days  after
written  request  is made and  provided,  further,  that  such  expert  executes
customary  confidentiality  agreements  prior to any such audit  satisfactory in
form  and  substance  to such  Major  Pharmaceutical  Company,  to  maintain  in
confidence all  information  obtained during the course of any such audit except
for disclosure to SP as necessary for the above purpose.
         As  used  herein  "Change  of  Control"  shall  mean  (i)  any  merger,
reorganization,  consolidation  or combination in which HGS is not the surviving
corporation,  (ii) any "person" (within the meaning of Section 13(d) and Section
14(d)(2)  of the  Securities  Exchange  Act of 1934),  excluding  SP and/or  its
AFFILIATES,  is or becomes the  beneficial  owner,  directly or  indirectly,  of
securities of HGS  representing  50% or more of either (a) the  then-outstanding
shares  of  common  stock  of HGS or (b)  the  combined  voting  power  of  HGS'
then-outstanding voting securities; or (iii) approval by the shareholders of HGS
of a complete liquidation or the complete dissolution of HGS.
         As used herein the term "Major Pharmaceutical Company" means any entity
(including  any  corporation,   joint  venture,  partnership  or  unincorporated
entity),  as well as any  AFFILIATES  or  division(s)  of such  entity,  that is
engaged  in  the  research,  development,  manufacturing,   registration  and/or
marketing of drug products that are approved under NDAs,  HRDs,  ANDAs,  Product
License  Applications  (including without limitation any entity that is a member
of PhRMA).  "Major  Pharmaceutical  Company"  shall also mean any entity  which,
through or following a Change of Control,  at any time would either  itself meet
the definition of "Major Pharmaceutical  Company" in the prior sentence or would
be an AFFILIATE of any entity which is or would meet such definition.
                                       54
<PAGE>
26.      GUARANTEE
         ---------

         26.1  Schering   Corporation  and  Schering  Plough  Ltd.  jointly  and
severally   guarantee  that  their   respective   AFFILIATES  will  perform  all
obligations  under this Agreement as if the AFFILIATES were  signatories of this
Agreement.

27.      FURTHER ACTIONS
         ---------------

         27.1 Each party agrees to execute, acknowledge and deliver such further
instruments and to do all such other acts, as may be necessary or appropriate in
order to carry out the purposes and intent of this Agreement.

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

SCHERING CORPORATION                            SCHERING-PLOUGH LTD.


BY:________________________                     BY:__________________________
Title:                                                   Title:




HUMAN GENOME SCIENCES, INC.


BY:________________________
Title:
                                       55
<PAGE>
                                TABLE OF CONTENTS
                                -----------------


                                                                 Page
                                                                 ----


1.       DEFINITIONS..............................................  2
         -----------

2.       GRANTS AND COVENANTS.....................................  8
         --------------------

3.       PAYMENTS AND ROYALTIES................................... 14
         ----------------------

4.       RESEARCH TERM ........................................... 19
         -------------

5.       TECHNOLOGY TRANSFER...................................... 20
         -------------------

6.       PRODUCT DEVELOPMENT...................................... 23
         -------------------

7.       CONFIDENTIALITY.......................................... 24
         ---------------

8.       PATENT PROSECUTION AND LITIGATION........................ 27
         ---------------------------------

9.       STATEMENTS AND REMITTANCES............................... 36
         --------------------------

10.      TERM AND TERMINATION..................................... 38
         --------------------

11.      RIGHTS AND DUTIES UPON TERMINATION ...................... 40
         ----------------------------------

12.      WARRANTIES AND REPRESENTATIONS........................... 41
         ------------------------------

13.      INDEMNIFICATION.......................................... 44
         ---------------

14.      FORCE MAJEURE............................................ 47
         -------------

15.      GOVERNING LAW  .......................................... 48
         -------------

16.      SEPARABILITY............................................. 48
         ------------

17.      ENTIRE AGREEMENT......................................... 49
         ----------------

18.      NOTICES.................................................. 49
         -------

19.      ASSIGNMENT............................................... 51
         ----------

20.      RECORDING................................................ 51
         ---------

21.      COUNTERPARTS............................................. 52
         ------------

<PAGE>



22.      WAIVER................................................... 52
         -------

23.      INDEPENDENT RELATIONSHIP................................. 52
         ------------------------

24.      EXPORT CONTROL........................................... 53
         --------------

25.      CHANGE OF CONTROL........................................ 53
         -----------------

26.      GUARANTEE................................................ 55
         ---------

27.      FURTHER ACTIONS.......................................... 55
         ---------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<DESCRIPTION>SYNTHELABO/SB/HGS COLLABORATION AND LICENSE AGT.
<TEXT>


"Portions  of  this  Exhibit  have  been  omitted  pursuant  to  a  request  for
confidential  treatment.  The  omitted  portions,  marked  by  [***],  have been
separately filed with the Commission."



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

         This  Collaboration and License  Agreement  (Agreement) is entered into
and  effective this  30th  day  of  June, 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 Synthelabo,  located at 22, avenue Galilee,  92352 Le
Plessis-Robinson Cedex France ("Synthelabo").

         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
Synthelabo,  certain rights, including certain rights granted and licensed to SB
pursuant to the  Collaboration  Agreement  and SB/HGS  License  Agreement  (both
defined  below),  and Synthelabo  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

1.1  "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  provided a party controls  directly or indirectly
     such foreign  entity)  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. For purposes of this Agreement, L'Oreal and Nestle are
     not Affiliates of Synthelabo.
1.2  "Alliance  Committee"  shall  mean a  committee  consisting  of  three  (3)
     scientists appointed by Synthelabo and three (3) scientists appointed by


<PAGE>


     SB and co-chaired by one (1) of the SB appointees and co-chaired by one (1)
     of the Synthelabo appointees.
1.3  "Antibody  Product"  shall mean an antibody  (monoclonal  or polyclonal) or
     fragments  or  constructs  thereof  which  is  potentially  useful  for the
     treatment or prevention of a disease or disorder in humans.
1.4  "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.
1.5  "Blocking Claim" shall mean a claim under any patent application or granted
     patent anywhere in the world which generically but not specifically  claims
     (i) any and all compounds  (and/or the use thereof)  which interact with or
     prevent  interaction with a specified Target which is a Product and/or (ii)
     any  and all  antibodies  (and/or  the  use  thereof)  against  a  specific
     Therapeutic  Protein  which is a Product or Target which is a Product.  The
     following are examples of "blocking claims": (1) a compound which interacts
     with receptor X; (2) a compound  which  prevents  binding to 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.
1.6  "Bioinformatics"  shall mean computer software and know-how useful for
     the analysis, comparison, and curation of human nucleic acid 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 developed from May 19, 1993 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.
1.7  "Collaboration  Agreement" shall mean the  Collaboration  Agreement entered
     into between SB and HGS  effective as of May 19,  1993,  as amended  and/or
     superceded from time to time.
1.8  "Collaboration  Partner Agreement" shall mean an agreement between or among
     SB and/or HGS and (1) Merck  substantially  in accordance with a memorandum
     of intent dated April 12, 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  such  Collaboration  Partner  is
     granted  substantially the same licenses and

                                       2

<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."

     rights  as  granted  by SB  and/or  HGS  pursuant  to any one or all of the
     foregoing agreements or this Agreement.
1.9  "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 as provided in Paragraph
     2.18.
1.10 "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.
1.11 "Collaboration  Partner  Target  Patent"  shall mean all  patents or patent
     applications  which are filed prior to the end of the Initial Research Term
     under a  Collaboration  Partner  Agreement,  which are or become owned by a
     Collaboration  Partner,  to the extent that they claim a Target  which is a
     Product or  include a Blocking  Claim and as to which SB and/or HGS has the
     right to grant a license to Synthelabo.  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 SPCs.
1.12 "Collaboration  Partner  Therapeutic Protein Patent" shall mean all patents
     or patent  applications  which are  filed  prior to the end of the  Initial
     Research Term under a Collaboration Partner Agreement,  which are or become
     owned  by a  Collaboration  Partner,  to  the  extent  that  they  claim  a
     Therapeutic Protein which is a Product or use or manufacture thereof and as
     to which SB  and/or  HGS has the right to grant a  license  to  Synthelabo.
     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 SPCs.
1.13 "Co-Right  Territory"  shall  mean  individually  and  collectively,  [***]
1.14 "Diagnostics" shall mean any product,  process,  substance,  composition or
     service intended to predict,  detect or identify a disease or determine the
     presence of a pathologic condition in a human.
1.15 "Discovered"  shall  mean  the  earlier  of  (a)  the  filing  date  of  an
     application  for a patent  filed in any  country by  Synthelabo  under this
     Agreement,  by  HGS  or  SB  under  the  Collaboration  Agreement,  or by a
     Collaboration  Partner under a Collaboration Partner Agreement


                                       3
<PAGE>


     containing a specific  disclosure of a Product;  or (b) identification of a
     Synthelabo Product by Synthelabo.
1.16 "Drug  Product"  shall mean a product other than a  Therapeutic  Protein or
     Antibody  Product  which  is  potentially   useful  for  the  treatment  or
     prevention of a disease or disorder in humans.
1.17 "Effective Date" shall mean the date first written above.
1.18 "Gene" shall mean a human gene or a portion  thereof or cDNA  corresponding
     thereto.
1.19 "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.
1.20 "HGS  Field"  shall  mean:  (i) Gene  Therapy,  (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 therefor were discovered prior to May 19, 1993.
1.21 "HGS Technology"  shall mean the following  technology,  whether  patented,
     patentable or not: (a) sequence  data with respect to Genes 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 biological function
     of  Targets  developed  by or for HGS prior to and  through  the end of the
     Initial  Research  Term,  and (e)  biological  information  on  Therapeutic
     Proteins for use as Targets  developed  by HGS during the Initial  Research
     Term and after  such  Therapeutic  Protein  has been  claimed  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 Synthelabo or where
     HGS  has  a  royalty-bearing   right  to  license  such  Bioinformatics  to
     Synthelabo  and Synthelabo  agrees to pay all applicable  royalties for its
     use of such license.
1.22 "HGS  Patents"  shall mean (i) all patents and patent  applications  to the
     extent that they claim HGS Technology  and (ii) Blocking  Claims of patents
     and patent  applications  filed  prior to the end of the  Initial  Research
     Term,  in each  case,  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 SPCs.  HGS Patents shall


                                       4
<PAGE>


     include HGS' interest in patents and patent  applications to which HGS is a
     joint owner pursuant to Paragraph 15.1.
1.23 "Initial Research Term" shall mean the term beginning on the Effective Date
     and ending,  unless this Agreement is earlier  terminated,  five years from
     the Effective Date.
1.24 "Licensed  Technology"  shall  mean  individually  and  collectively,   HGS
     Technology and SB Technology and information  received from a Collaboration
     Partner pursuant to Paragraph 14.5.
1.25 "Licensed  Patents" shall mean individually and  collectively,  HGS Patents
     and SB Patents.
1.26 "Major  Country"  shall mean the United  States,  Canada,  Germany,  United
     Kingdom,  France, Italy, Spain, or Japan.
1.27 "Management  Committee"  shall  mean a  committee  consisting  of three (3)
     members  appointed by Synthelabo 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
     Synthelabo appointees.
1.28 "Merck"  shall mean Merck KGaA,  Frankfurter  Str.  250,  64271  Darmstadt,
     Germany and its Affiliates.
1.29 "Net Sales" shall mean gross  receipts from sales of Synthelabo  Product by
     Synthelabo or SB or, except as provided below, their respective Affiliates,
     licensees,  distributors  trading on  Synthelabo's or SB's account or joint
     ventures,  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
     Synthelabo's or SB's account or joint ventures shall be included within Net
     Sales only if such  purchaser  is an  end-user of the  Synthelabo  Product.
     Otherwise,  Net Sales  shall only  include the  subsequent,  final sales to
     Third Parties.
1.30 "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  Synthelabo  Technology
     and/or  (ii) is covered by a Licensed  Patent  and/or a  Synthelabo  Patent
     and/or (iii) is based on or is derived by use of a Target received  through
     SB from a  Collaboration  Partner  under  this  Agreement;  and/or  (iv) is
     covered by a Collaboration  Partner Patent as to which  Synthelabo  obtains
     rights from a Collaboration Partner under this Agreement.  An incidental or
     immaterial use of Licensed Technology,


                                       5


<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."

     such  Target  and/or  Synthelabo  Technology  shall  not  cause a  product,
     process, substance, composition or service to become a Product.
1.31 "Research Antibody Plan" shall mean a plan for discovering and developing a
     Synthelabo Antibody Product.
1.32 "Research  Drug  Plan"  shall  mean a plan for  screening  or other  use of
     Targets to discover a Synthelabo Drug Product.
1.33 "Research Plan" shall mean individually and collectively a Research Protein
     Plan, a Research  Antibody Plan or a Research Drug Plan. An example of each
     such plan forms Appendix C.
1.34 "Research  Protein  Plan" means a plan for  research and  development  of a
     Synthelabo  Protein  Product which  summarizes  scientific  data,  proposed
     research  and  development  efforts  and  research  and  development  goals
     sufficient  for  SB or  HGS  to  reasonably  monitor  applicable  diligence
     obligations required herein.
1.35 "Research  Term" shall mean the Initial  Research Term plus any  extensions
     obtained pursuant to Section 7.
1.36 "SB" shall mean SB Corp.  and/or SB 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.
1.37 "SB Field" shall mean human and animal  health care  including  Diagnostics
     and Vaccines but excluding the HGS Field.
1.38 "SB  Patents"  shall mean (i) all  patents and patent  applications  to the
     extent that they claim SB Technology  and (ii)  Blocking  Claims of patents
     and patent  applications  filed  prior to the end of the  Initial  Research
     Term,  in each  case,  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 SPCs.  SB Patents shall
     include SB's interest in patents and patent  applications  to which SB is a
     joint owner pursuant to Paragraph 15.1.
1.39 [***]

                                       6

<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."

1.40 [***]
1.41 "SP" shall mean Schering  Plough  Corporation,  2000  Galloping  Hill Road,
     Kenilworth, New Jersey and its Affiliates.
1.42 "Synthelabo" shall mean Synthelabo, Synthelabo Recherche, and their present
     and future  Affiliates to which any rights and/or  obligations are assigned
     and/or delegated pursuant to this Agreement as provided herein.
1.43 "Synthelabo  Antibody Product" shall mean a Product in the Synthelabo Field
     which  is an  Antibody  Product  developed  by or  for  Synthelabo  or  its
     licensee.
1.44 "Synthelabo  Drug  Product"  shall mean a Product in the  Synthelabo  Field
     which is a Drug Product developed by or for Synthelabo or its licensee.
1.45 "Synthelabo Field" shall mean the treatment and/or prevention of disease in
     humans, but excluding the HGS Field, Vaccines, and Diagnostics.
1.46 "Synthelabo  Patents" shall mean all patents and patent applications to the
     extent that they claim  Synthelabo  Technology which are or become owned by
     Synthelabo or to which Synthelabo  otherwise has, now or in the future, the
     right to grant licenses or  sublicenses.  Included within the definition of
     Synthelabo Patents are all continuations, continuations-in-part, divisions,
     patents of  addition,  reissues,  renewals and  extensions  thereof and all
     supplementary  patent-like  certificates.  Synthelabo Patents shall include
     Synthelabo's   interests  in  patents  and  patent  applications  to  which
     Synthelabo is a joint owner pursuant to Paragraph 15.1.
1.47 "Synthelabo  Product" shall mean individually and collectively a Synthelabo
     Drug Product, Synthelabo Protein Product and Synthelabo Antibody Product.
1.48 "Synthelabo  Protein  Product" shall mean a Product in the Synthelabo Field
     which  is a  Therapeutic  Protein  developed  by or for  Synthelabo  or its
     licensee.
1.49 "Synthelabo Technology" shall mean any and all data, substances, processes,
     materials,  formulas, know-how,  inventions and information


                                       7
<PAGE>

     developed by or on behalf of Synthelabo  which  incorporates or is based on
     the use of or derived  by use of  Licensed  Technology.  An  incidental  or
     immaterial use of Licensed  Technology by or on behalf of Synthelabo or its
     licensees shall not cause data, substances, processes, materials, formulas,
     know-how, inventions and information to become Synthelabo Technology.
1.50 "SPC" shall mean a right based upon a patent to exclude others from making,
     using or selling a Product, such as a Supplementary Protection Certificate.
1.51 "Takeda"  shall mean Takeda  Chemical  Industries,  Ltd.,  1-1,  Doshomachi
     4-Chome, Chuo-ku, Osaka, 541, Japan and its Affiliates.
1.52 "Target" shall mean 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.
1.53 "Therapeutic  Protein"  shall  mean  a  polypeptide  derived  from  a  Gene
     (excluding Antibody Products and Drug Products) which may be useful for the
     treatment or prevention of a disease or disorder in humans.
1.54 "Third Party" shall mean shall mean any party other than  Synthelabo,  HGS,
     SB or Affiliates of SB.
1.55 "Vaccine"  shall  mean any  substance  which  achieves  a  prophylactic  or
     therapeutic effect by inducing an antigen-specific  humoral and/or cellular
     immune system  response and shall include a "Gene  Therapy  Vaccine"  which
     shall mean a Vaccine  which  achieves a  therapeutic  effect by inducing an
     antigen-specific  humoral and/or  cellular  immune system  response by Gene
     Therapy.

2.   License Grants and Covenants

Research Term Grants
2.1. SB hereby grants to Synthelabo a non-exclusive, non-transferable world-wide
     license  under SB Technology  and SB Patents to perform and have  performed
     research and development in the Synthelabo Field during the Research Term.
2.2. SB and HGS as the case may be hereby grant to  Synthelabo a  non-exclusive,
     non-transferable  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 Synthelabo Field.
2.3. HGS  hereby   grants  to  Synthelabo  a   non-exclusive,   non-transferable
     world-wide license under HGS Technology and HGS Patents to perform and have
     performed  research  and  development  in the  Synthelabo  Field during the
     Research Term.


                                       8
<PAGE>


Post Research Term Grants to Synthelabo
2.4. SB hereby grants to Synthelabo a non-exclusive, non-transferable world-wide
     license  under SB Technology  and SB Patents to perform and have  performed
     research and development in the Synthelabo Field after the Research Term in
     accordance with Research Plans submitted by Synthelabo  prior to the end of
     the Research Term.
2.5. HGS  hereby   grants  to  Synthelabo  a   non-exclusive,   non-transferable
     world-wide license under HGS Technology and HGS Patents to perform and have
     performed  research  and  development  in the  Synthelabo  Field  after the
     Research Term in accordance  with  Research  Plans  submitted by Synthelabo
     prior to the end of the Research Term.
2.6. SB and HGS grant to Synthelabo an irrevocable, royalty-free, non-exclusive,
     world-wide  license under Licensed  Technology and Licensed  Patents to use
     Bioinformatics after the Research Term.
2.7. SB and HGS as the case may be hereby grant to  Synthelabo a  non-exclusive,
     non-transferable world-wide license under SB Technology and 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 Synthelabo  Field
     after the Research Term in  accordance  with  Research  Plans  submitted by
     Synthelabo prior to the end of the Research Term.

Synthelabo Drug Product and Synthelabo Antibody Product Grants
2.8. SB hereby grants to Synthelabo a non-exclusive,  sublicenseable, world-wide
     license under SB Technology and SB Patents to make, have made, use, import,
     offer to sell and sell  Synthelabo  Drug Products and  Synthelabo  Antibody
     Products which result from Research Plans submitted by Synthelabo  prior to
     the end of the Research Term.
2.9. HGS hereby grants to Synthelabo a non-exclusive, sublicenseable, world-wide
     license  under HGS  Technology  and HGS  Patents to make,  have made,  use,
     import,  offer to sell and sell  Synthelabo  Drug  Products and  Synthelabo
     Antibody  Products which result from Research Plans submitted by Synthelabo
     prior to the end of the Research Term.

Synthelabo Protein Product Grants
2.10.SB hereby  grants to Synthelabo  an  exclusive,  sublicensable,  world-wide
     license under SB Technology and SB Patents to make, have made, use, import,
     offer to sell and sell Synthelabo  Protein  Products as to which Synthelabo
     meets the requirements of Paragraph 8.4.
2.11.HGS hereby grants to Synthelabo  an exclusive,  sublicenseable,  world-wide
     license  under HGS  Technology  and HGS  Patents to make,  have made,  use,
     import,  offer to sell and sell  Synthelabo  Protein  Products  as to which
     Synthelabo meets the requirements of Paragraph 8.4.
2.12.Notwithstanding  any exclusive rights granted to Synthelabo with respect to
     a Synthelabo Protein Product,  Synthelabo  acknowledges and


                                       9

<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."

     agrees  that SB, HGS and  Collaboration  Partners  retain  the right  under
     Licensed Technology, Collaboration Patents and Licensed Patents to use such
     Synthelabo  Protein  Product for the purpose of  discovering,  researching,
     developing, marketing, using and selling a Drug Product or Antibody Product
     other  than a  Synthelabo  Drug  Product,  Synthelabo  Antibody  Product or
     Synthelabo Protein Product.
2.13.Notwithstanding   any  exclusive   rights   granted  by  Synthelabo   under
     Synthelabo Patents and Synthelabo Technology to HGS or SB with respect to a
     Therapeutic  Protein pursuant to Paragraph 2.25, HGS and SB acknowledge and
     agree that Synthelabo  retains the right under such Synthelabo  Patents and
     Synthelabo  Technology  to use a  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 Synthelabo Drug Product or Synthelabo Antibody Product.

Synthelabo Grants
2.14.[***]
2.15.[***]
2.16.(a) Synthelabo hereby grants a non-exclusive,  royalty-free, sublicenseable
     license to HGS and SB under Synthelabo Patents and Synthelabo Technology to
     use Targets which are Products  developed by Synthelabo during the Research
     Term and under Blocking  Claims of Synthelabo  Patents,  for the purpose of
     researching,  developing and commercializing  products,  provided that such
     license is  sublicenseable  hereunder only to a  Collaboration  Partner and
     only if the  Collaboration  Partner  grants  HGS and/or SB  reciprocal  and
     similar  licenses which are sub-licensed to Synthelabo  herein;  and (b)HGS
     and SB respectively hereby grant to Synthelabo a non-exclusive,  world-wide
     license  (with  the  right  to  sublicense)   under   Blocking   Claims  of
     Collaboration  Partner Patents, and under Collaboration  Partner Patents to
     use Targets which are Products developed by a Collaboration Partner under a
     Collaboration Partner Agreement for the purpose of researching,  developing
     and commercializing  Synthelabo Products during and after the Research Term
     resulting  from a Research  Plan  submitted  prior the end of the  Research
     Term.
Sublicensing
2.17.The rights  granted to Synthelabo by HGS and/or SB under this Agreement and
     rights to Synthelabo  Patents and  Synthelabo  Technology  are  licenseable
     and/or sublicenseable by Synthelabo to a Third Party only with


                                       10
<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."

     respect to a Synthelabo  Product and only as follows:  (i) Synthelabo shall
     have the  right to  license  or  sublicense  rights  to a Third  Party to a
     Synthelabo  Protein Product after Synthelabo has conducted or had conducted
     [***] for such Synthelabo  Protein Product;  (ii) Synthelabo shall have the
     right at any time to grant  licenses to a Third Party to a Synthelabo  Drug
     Product  or  Synthelabo  Antibody  Product;   (iii)  any  such  license  or
     sublicense must not derogate from SB's rights under  Paragraphs 2.14 and/or
     2.15;  (iv) any such license or  sublicense  includes  covenants  from such
     Third Party limiting the use of the technologies or patents hereunder which
     covenants are substantially similar to those in this Agreement.

Collaboration Partners
2.18.Synthelabo  acknowledges  that SB has  already  entered  into an  agreement
     concerning  Licensed  Technology and Licensed  Patents with Takeda Chemical
     Industries. HGS and SB collectively may in their sole discretion enter into
     definitive agreements similar to this Agreement with Collaboration Partners
     in  addition  to Takeda not later than [***] and shall  notify and  provide
     Synthelabo  with a copy  of  Collaboration  Partner  Agreements  with  such
     additional  Collaboration  Partners,  however,  none  of the  Collaboration
     Partners,  except  Synthelabo,  may be a  company  whose  headquarters  and
     primary R&D facilities are [***].
2.19.Synthelabo has thirty (30) days  following  receipt from SB and/or HGS of a
     copy of a Collaboration Partner Agreement with an additional  Collaboration
     Partner received  pursuant to Paragraph 2.18 to accept in writing all terms
     and  conditions of any such  Collaboration  Partner  Agreement and cause SB
     and/or  HGS as the case may be to amend  this  Agreement  such that all the
     terms  and  conditions  of  such   Collaboration   Partner   Agreement  are
     substituted  for  all the  terms  and  conditions  of  this  Agreement.  If
     Synthelabo  declines to accept such terms and/or fails to respond to SB and
     HGS within such thirty  (30) day period,  Synthelabo  shall have waived its
     right under this  Paragraph.  The right granted under this  Paragraph  2.19
     shall not extend to the Collaboration Partner Agreement with Takeda.
2.20.Synthelabo   hereby   grants  to  HGS  a   non-exclusive,   sublicenseable,
     world-wide,  royalty bearing license under Synthelabo Patents to make, have
     made, use, import, offer to sell, and sell any and all products that are in
     the HGS Field,  or are Vaccines  and/or  Diagnostics.  Such  license  shall
     include  a  reasonable  royalty  and  other  standard  license  terms to be
     negotiated in good faith.
Other
2.21.Synthelabo  agrees  to use  and/or  grant  rights in  Licensed  Technology,
     Licensed  Patents,  Collaboration  Partner  Patents,  Targets received from

                                       11

<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."

     Collaboration  Partners under this Agreement and/or  Synthelabo  Technology
     and/or Synthelabo Patents only in the Synthelabo Field and only as provided
     under this Agreement.
2.22.After the Research  Term,  Synthelabo  shall not use  Licensed  Technology,
     Targets  received from a Collaboration  Partner under this Agreement and/or
     Synthelabo  Technology  except  (i)  for  research  and  development  of  a
     Synthelabo  Product in the  Synthelabo  Field  pursuant to a Research  Plan
     submitted by Synthelabo  during the Research Term and/or (ii) to make, have
     made,  use,  import,  offer  to sell and sell  Synthelabo  Products  in the
     Synthelabo Field, which result from a Research Plan submitted by Synthelabo
     during  the  Research   Term  and/or  (iii)   Bioinformatics   licensed  to
     Synthelabo.  An incidental and immaterial use of Licensed Technology,  such
     Target  and/or  Synthelabo  Technology  and/or use of  Licensed  Technology
     and/or Synthelabo  Technology to the extent available to the general public
     and  to  the  extent  not  covered  by a  granted  Licensed  Patent  and/or
     Synthelabo Patent shall not be a breach of this Paragraph.
2.23.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. 
2.24.HGS and SB respectively hereby grant to Synthelabo under Paragraph 2.10 and
     2.11 an exclusive,  world-wide license (with the right to sublicense) under
     Collaboration  Partner Therapeutic Protein Patents to make, have made, use,
     import, offer to sell, and sell Therapeutic Proteins as to which Synthelabo
     has obtained rights under Paragraph 8.4.
2.25.Synthelabo  hereby grants an exclusive,  royalty-free,  world-wide  license
     (with the right to sublicense) under Synthelabo Patents to make, have made,
     use, import,  offer to sell and sell Therapeutic  Proteins (i) to HGS or SB
     as to which HGS or SB,  as the case  make be,  has  obtained  rights  under
     Section 8 or (ii) to HGS as to which a Collaboration Partner obtains rights
     under a Collaboration Partner Agreement.

3.   License Fee

3.1. In partial  consideration of the rights to be granted  Synthelabo under the
     Agreement  during the Initial  Research Term,  Synthelabo  will pay a [***]
     license fee in [***] equal annual installments of [***], paid [***] Million
     Dollars to SB and [***] Million  Dollars to HGS, the first payment of [***]
     Million  US  Dollars  ($US  [***])  being due  within  thirty  (30) days of
     execution of the Agreement and each installment thereafter being due on the
     anniversary of the Effective Date.


                                       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."

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)  Synthelabo  shall pay to HGS the  following  royalties on Net Sales of
     each Synthelabo Product sold by Synthelabo or a Synthelabo licensee (except
     SB)  which  royalty  shall  be  calculated  on  an  Synthelabo  Product  by
     Synthelabo  Product  basis,  with  the  applicable  royalty  rate  for each
     Synthelabo  Product in a calendar year being based on world-wide  Net Sales
     for such  Synthelabo  Product  in the  calendar  year  and this  determined
     royalty rate being applied to all world-wide  Net Sales of such  Synthelabo
     Product in such calendar year: and
     (b) SB shall pay to Synthelabo the following royalties on Net Sales of each
     Synthelabo  Product sold by SB or a SB licensee (except  Synthelabo) in the
     Co-Right  Territory  which  royalty  shall be  calculated  on a  Synthelabo
     Product by Synthelabo  Product basis, with the applicable  royalty rate for
     each  Synthelabo  Product in a calendar year being based on world-wide  Net
     Sales for such Synthelabo  Product in the calendar year and this determined
     royalty rate being applied to all world-wide  Net Sales of such  Synthelabo
     Product in such calendar year:


- ----------------- ------------------ ------------ ---------------
Annual      Net   Synthelabo         Synthelabo   Synthelabo
Sales volume      Protein Products   Antibody     Drug Products
(US $ million)                       Products
- ----------------- ------------------ ------------ ---------------

[***]             [***]              [***]        [***]
- ----------------- ------------------ ------------ ---------------

[***]             [***]              [***]        [***]
- ----------------- ------------------ ------------ ---------------

[***]             [***]              [***]        [***]
- ----------------- ------------------ ------------ ---------------

[***]             [***]              [***]        [***]
- ----------------- ------------------ ------------ ---------------

4.2  (a) In the event  that  royalties  paid to a Third  Party on Net Sales of a
     Synthelabo  Product  are a  significant  factor in the return  realized  by
     Synthelabo  such as to  diminish  Synthelabo's  capability  to  respond  to
     competitive  pressures in the market,  HGS and  Synthelabo  shall  mutually
     agree  on a  reasonable  reduction  in the  royalties  payable  under  this


                                       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."

     Agreement on Net Sales of such Synthelabo Product for so long as the market
     condition  persists.  Factors to be  considered  in agreeing on the royalty
     reduction  shall  include  but not be limited to the profit  margin on such
     Synthelabo  Product  and  on  analogous  products,  prices  of  competitive
     products,  total prior sales of the Synthelabo  Product and expenditures in
     development of such Synthelabo Product but in no event will the royalty due
     HGS be reduced more than [***] percent of the royalty which would otherwise
     be due HGS under Paragraph 4.1 on Net Sales of such Synthelabo Product; and
     (b) In the event  that  royalties  paid to a Third  Party on Net Sales of a
     Synthelabo  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  Synthelabo  shall  mutually  agree  on a  reasonable
     reduction in the  royalties  payable  under this  Agreement on Net Sales of
     such  Synthelabo  Product  for so long as the  market  condition  persists.
     Factors to be considered in agreeing on the royalty reduction shall include
     but not be limited to the profit margin on such  Synthelabo  Product and on
     analogous products,  prices of competitive  products,  total prior sales of
     the Synthelabo  Product and  expenditures in development of such Synthelabo
     Product  but in no event will the royalty due  Synthelabo  be reduced  more
     than [***] percent of the royalty which would  otherwise be due  Synthelabo
     under Paragraph 4.1 on Net Sales of such Synthelabo Product.
4.3  No  royalties  shall  be due for  Synthelabo  Products  Discovered  under a
     Research Plan submitted pursuant to this Agreement after the later of [***]
     years 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  Synthelabo
     Product-by-Synthelabo  Product  basis on the  later  of (i) ten (10)  years
     after the first  country-wide  launch of such  Synthelabo  Product  in each
     country  or (ii)  expiration  of the  last to  expire  Licensed  Patent  or
     Synthelabo Patent or Collaboration  Partner Patent which covers the making,
     using, importing, offering to sell, or selling of such SynthelaboProduct in
     a country.
5.   Milestone Payments/Other Payments

5.1  For each of the [***] Synthelabo Products, Synthelabo shall pay:

     (a) [***] US Dollars  [***] to SB and [***] US Dollars  ([***]) to HGS upon
     the  successful  completion by  Synthelabo  or a Third Party  authorized by
     Synthelabo of Phase I clinical trials;

                                       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."

     (b) [***] US Dollars ([***]) to SB and [***] US Dollars ([***]) to HGS upon
     the  successful  completion by  Synthelabo  or a Third Party  authorized by
     Synthelabo of Phase II clinical trials;
     (c) [***] US Dollars  ([***])to SB and [***] US Dollars ([***]) to HGS upon
     the first submission for regulatory approval by Synthelabo or a Third Party
     authorized by Synthelabo in a Major Country; and
     (d) [***]US  Dollars  ([***]) to SB and [***]  Dollars  ([***]) to HGS upon
     first regulatory approval for commercial sale in a Major Country.
5.2  Each of the above milestone  payments shall be credited  against  milestone
     payments  otherwise due by Synthelabo on the next Synthelabo Product in the
     event that Synthelabo  abandons a Synthelabo  Product for which a milestone
     payment has been made. Total milestone payments for all Synthelabo Products
     shall not exceed [***] US Dollars ([***]).
5.3  No milestone payments shall be due for Synthelabo Products Discovered after
     the later of [***]  after  the end of the  Initial  Research  Term or [***]
     after the end of the Research Term under a Research Plan submitted pursuant
     to this Agreement.
5.4  The milestone payments provided in this Section shall only be made once for
     each  Synthelabo  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 Synthelabo Product
     for which the payments were previously made.
5.5  In addition to any other  payments  made under this  Agreement,  Synthelabo
     shall  reimburse SB for SB's expenses (at its cost) incurred in the initial
     transfer  of  Licensed  Technology  required  to be  transferred  under the
     Agreement   (for   example   including   computer   expertise,   personnel,
     establishment of electronic communications links between SB and Synthelabo)
     as shall be agreed upon prior to the transfer of such Licensed  Technology.
     SB shall  invoice  Synthelabo  no more  frequently  than  monthly  for such
     expenses, and Synthelabo shall reimburse SB for such expenses within thirty
     (30) days of Synthelabo's receipt of each such invoice.

6.   Research Payments

6.1. During the Initial  Research Term,  Synthelabo  shall pay to HGS a total of
     [***] US Dollars ([***] payable as follows: (1) [***]


                                       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."

     US Dollars  ([***])  within thirty (30) days after the Effective Date or at
     Synthelabo's  option in equal  quarterly  installments  with the first such
     quarterly installment being due within thirty (30) days of July 1, 1996 and
     each subsequent quarterly  installment being due within thirty (30) days of
     October 1, 1996,  January 1, 1997 and April 1, 1997;  and (2) [***] Dollars
     ([***]) on each of the first through fourth  anniversaries of the Effective
     Date or at Synthelabo's  option in equal quarterly  installments due within
     thirty  (30) days of July 1,  October 1,  January 1 and April 1 for each of
     the second through fifth years until a total of [***] has been paid to HGS.
6.2. In the event that any payment due and payable  under  Paragraph  6.1 is not
     paid when due and payable  and  remains  unpaid for a period of thirty (30)
     days after written notice by HGS to Synthelabo of such failure,  or if this
     Agreement is terminated by HGS as provided  herein,  then all amounts which
     are to be paid under  Paragraph  6.1 which have not been paid shall  become
     immediately due and payable at the end of such thirty (30) day period.
6.3. During the Initial Research Term and at no additional cost to Synthelabo or
     SB,  Synthelabo shall have the right to prioritize the sequencing by HGS of
     [***]  expressed  sequence  tags  including a reasonable  number of  second
     walks per year. HGS shall use diligent efforts to complete such prioritized
     sequencing   (including   sequencing   from  cDNA  libraries   supplied  by
     Synthelabo)  as mutually  agreed by HGS and  Synthelabo,  subject to timely
     receipt by HGS of a)  directions  regarding  prioritization  and/or b) cDNA
     libraries suitable for such sequencing from Synthelabo. Disputes under this
     Paragraph  shall be resolved by senior  management  of HGS and  Synthelabo.
     Second  walks  under  this  Paragraph  identified  by  Synthelabo  as being
     directed  to a  Therapeutic  Protein  shall  not  be  disclosed  to SB  and
     Collaboration  Partners until rights to such Therapeutic  Protein have been
     obtained pursuant to Paragraph 8.4.
6.4. Synthelabo may request additional research services from HGS at HGS's fully
     allocated cost where HGS and Synthelabo  mutually agree.  For sequencing of
     Synthelabo 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 Synthelabo.
6.5. HGS shall have the right to delay for a period of (12) months disclosure to
     Synthelabo of such 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 6.4
     of this Agreement.
6.6. Any  sequences  and clones  containing  such  sequences  arising under this
     Section 6 shall be owned by HGS and are HGS Technology.


                                       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."

7.   Extensions of the Initial Research Term

     The Initial Research Term may be extended at Synthelabo's  option for up to
     five (5)  additional  periods of one (1) year by  written  notice to HGS by
     Synthelabo  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 [***] US  Dollars  ([***])  per each  additional  year of  extension
     payable within thirty (30) days of each extension.

8.   Research/ Terapeutic Protein Claiming

8.1. Research Plans may be submitted only during the Research Term.
8.2. HGS and/or SB shall keep dated  records of all  dossier  submissions  under
     this Section.
8.3. During the Initial  Research Term,  Synthelabo  agrees that Synthelabo will
     not screen or conduct  dedicated  rational  drug design  with  respect to a
     Target  which is a Product to  discover a  Synthelabo  Antibody  Product or
     Synthelabo Drug Product  without first  submitting to HGS and SB a Research
     Drug Plan, or Research Antibody Plan, respectively.
protein products
8.4  Synthelabo,  SB, HGS, and  Collaboration  Partners  shall obtain  exclusive
     rights to Therapeutic Proteins which are Products provided:
     (a) as among Synthelabo, 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,
     (1) which  dossier  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  for which (i) in vivo  activity
     cannot be  demonstrated  after bona fide  attempts to do so in at least two
     sub-primate  species,  or (ii) 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 (iii) 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,
     such dossier  demonstrates  evidence of in vitro biological  activity in at
     least one

                                       17

<PAGE>

     relevant  cellular  based  assay  for any 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.
     (3) The preparation used to demonstrate biological activity 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) Synthelabo,  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 8.10.
8.5. (a) HGS and/or SB will notify Synthelabo in writing within ten (10) working
     days of receipt as to whether or not any dossier  received from  Synthelabo
     meets the  requirements  of  Paragraph  8.4 and unless a dispute is pending
     with HGS, SB or a  Collaboration  Partner  under a provision  comparable to
     Paragraph 8.7 of this  Agreement,  if it does meet such  requirements  such
     notice  will  indicate  that  rights  pursuant  to  Paragraph  8.4  to  the
     Therapeutic  Protein which is the subject of such dossier have been granted
     to  Synthelabo.  (b) If within  such ten (10)  working  days of  Synthelabo
     submitting  a dossier,  Synthelabo  has not been so  notified  in  writing,
     exclusive rights to such Therapeutic Protein shall be granted to Synthelabo
     for such Therapeutic  protein unless a dispute is pending with HGS, SB or a
     Collaboration Partner under a provision comparable to Paragraph 8.7 of this
     Agreement.  (c) HGS and/or SB will also notify  Synthelabo  in writing that
     exclusive  rights to a  Therapeutic  Protein  were  granted to HGS, SB or a
     Collaboration  Partner within ten (10) working days of such  granting,  and
     such notification will only include the identity of the Therapeutic Protein
     so  claimed  and not the  identity  of the  claiming  party.  (d) Except as
     provided in Paragraph 14.5, HGS and SB shall not disclose the contents of a
     Synthelabo dossier to Collaboration Partners.
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 Synthelabo with

                                       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."

     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 Synthelabo does not have rights to a Therapeutic
     Protein 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  Synthelabo  does not meet the data and/or the
     Research Plan  requirements of Paragraph 8.4 (a) and (b), the parties shall
     meet within ten (10)  working  days of such  notification  to discuss  such
     notification. If the parties are unable to agree that such dossier does not
     meet the requirements of Paragraph 8.4(a) and (b), the parties shall submit
     such dossier to a neutral expert qualified to determine whether or not such
     dossier meets the requirements of Paragraph 8.4(a) and (b). While a dispute
     is pending as to whether Synthelabo,  HGS, SB or a Collaboration Partner is
     entitled  to  exclusive  rights  to a  Therapeutic  Protein,  all  dossiers
     submitted to HGS and SB under this Agreement,  the Collaboration  Agreement
     or a  Collaboration  Partner  Agreement  directed  to the same  Therapeutic
     Protein  shall be  dated,  held and no  rights  shall  be  granted  to such
     Therapeutic  Protein pending  resolution of the dispute to such Therapeutic
     Protein.
8.8. HGS  and SB  shall  not use  the  information  in a  dossier  submitted  by
     Synthelabo  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
     Synthelabo dossier.
8.9. (a) Pursuant to Paragraph 8.4,  Synthelabo may only claim [***] Therapeutic
     Protein as a Synthelabo Protein Product per twelve-month  period during the
     Research Term,  except pursuant to Paragraph 8.4,  Synthelabo may designate
     [***] such Therapeutic  Proteins 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 its  designation  by
     Synthelabo as a Synthelabo Protein Product pursuant to this Section.
     (b) Notwithstanding  subparagraph 8.9(a),  Synthelabo may receive exclusive
     rights  pursuant  to  Paragraphs  8.4,  2.10 and 2.11 to a maximum of [***]
     Therapeutic  Proteins  during  the  first  five (5)  years  of the  Initial
     Research Term and one Therapeutic  Protein per year during any extension of
     the Research Term.

                                       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."

8.10.Synthelabo  acknowledges  and agrees that rights  pursuant to Paragraph 8.4
     are not available to Synthelabo  with respect to the following  Therapeutic
     Proteins:

         Name                               HGS Sequence ID
         ----                               ---------------
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]
         [***]                                    [***]

     Synthelabo  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 a maximum of [***] Therapeutic Proteins without meeting
     the requirements of Paragraph 8.4(a).
8.11 It is understood that the sequence ID number  associated with a Therapeutic
     Protein  under  Paragraph  8.10  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. Synthelabo shall use diligent efforts consistent with Synthelabo  resources
     and  expertise  to  develop,  market,  promote  and  sell  royalty  bearing
     Synthelabo Protein Products in at least two Major Countries.
9.2. After the Research Term,  Synthelabo shall use diligent efforts  consistent
     with  Synthelabo  resources  and  expertise to screen for  Synthelabo  Drug
     Products  and  Synthelabo  Antibody  Products  which are the  subject  of a
     Research  Drug Plan or Research  Antibody  Plan  respectively  submitted by
     Synthelabo during the Research Term.
9.3. Synthelabo  shall keep HGS and SB  informed  of  progress of its efforts to
     develop  and   commercialize   Synthelabo   Products  by  submission  of  a
     semi-annual  progress report describing  progress made against the Research
     Plan.

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<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  Synthelabo  will form a  SB/Synthelabo  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,  define  mechanisms  for transfer of
     Licensed Technology and address problems when/if necessary.
     (2) Arrange  Bioinformatics  planning  and  training and address any issues
     with the start-up and performance of the Bioinformatics systems.
     (3) Determine  mechanisms to exchange  biological data on genes in Licensed
     Technology
     (4) Identify  areas for  optional  SB/Synthelabo  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 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 whom were  appointed by SB and two (2)
     of whom were appointed by Synthelabo. 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 Synthelabo.  Tie votes shall be
     resolved by senior management of each of SB and Synthelabo.  If there is no
     resolution  by such senior  management  within ten (10)  working  days of a
     dispute between the parties based on the absence of a valid decision by the
     Alliance  Committee,  either party may request  arbitration  of the dispute
     under Section 30.

11.  [***]


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<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.  [***]





                                       22
<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."

13.  [***]








                                       23
<PAGE>



14.  EXCHANGE OF INFORMATION AND CONFIDENTIALITY
     -------------------------------------------

14.1.Except  as  provided  in  Paragraphs  6.5 and 14.2 and  promptly  after the
     parties agree to security matters  pursuant to Paragraph 14.12,  during the
     Initial Research Term, SB and HGS shall promptly disclose to Synthelabo all
     Licensed Technology and unless otherwise directed by Synthelabo,  HGS shall
     make such  disclosures to Synthelabo  through SB. For HGS Technology  which
     are  clones,  HGS  shall  transfer  clones  to  Synthelabo  and/or  SB  for
     Synthelabo  as  reasonably  requested  by  Synthelabo  or SB on  behalf  of
     Synthelabo.
14.2.Notwithstanding the definition of Licensed Technology, for second walks and
     full  lengths   sequences  not  requested  by  Synthelabo   and  biological
     information  developed  after the  Effective  Date and during  the  Initial
     Research Term each with respect to Therapeutic Proteins which are Products,
     HGS and SB shall not be required to transfer such second walks, full length
     sequences and information to Synthelabo until HGS, Collaboration  Partners,
     Synthelabo or SB obtains rights thereto pursuant to Section 8.
14.3.During the Initial  Research Term,  Synthelabo shall disclose to SB but not
     HGS all Synthelabo  Technology which is Bioinformatics  developed by or for
     Synthelabo  during the  Initial  Research  Term and  directly  relevant  to
     Licensed Technology.
14.4.HGS,  SB and  Synthelabo  agree not to disclose  and/or  provide to a Third
     Party information  and/or materials received from another party pursuant to
     this Agreement and to use the information  and materials  received from the
     other party only as licensed hereunder.
14.5.Synthelabo  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 Synthelabo  during the Initial Research Term;
     and (b) all  Synthelabo  Technology  which  is  biological


                                       24

<PAGE>

     information on Therapeutic  Proteins  developed by or for Synthelabo during
     the Initial  Research Term but only after Synthelabo has obtained rights to
     such  Therapeutic   Protein  pursuant  to  Paragraph  8.4;   provided  that
     Synthelabo  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  14 as if such  information
     were licensed technology under its Collaboration Partner Agreement; and (y)
     such Collaboration Partners agree to freely disclose to Synthelabo directly
     or through SB their  information  comparable to the  information in (a) and
     (b) herein.
14.6.The  obligations  of  Paragraph  14.4  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,
     the Collaboration Agreement or a Collaboration Partner 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; (vi) is required to
     be disclosed  under Section 15 and in such case only the party  required to
     disclose  shall be exempt from the  obligations  of Paragraph  14.4 (to the
     extent of such required disclosure);  or (vii) is required by a party to be
     disclosed to commercialize a Product.
14.7.Contract Research With Commercial Entities Notwithstanding Para-graph 14.4,
     Synthelabo may contract with a Third Party commercial entity to conduct the
     research  with respect to Licensed  Technology  and  Synthelabo  Technology
     which Synthelabo 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 Synthelabo with Synthelabo having the same obligations  thereto
     as  Synthelabo  has  with  respect  to  Synthelabo  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  Synthelabo  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.
14.8.Collaborations With Not-For-Profit  Entities Synthelabo may disclose and/or
     provide Licensed  Technology to a Third Party  not-for-profit  collaborator
     provided Synthelabo enters into an agreement with such Third Party which is
     substantially in the form of the Material Transfer Agreement in Appendix B.


                                       25
<PAGE>


14.9.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.
14.10.  Synthelabo  shall  not  submit  for  written  or  oral  publication  any
     manuscript, abstract or the like which includes Synthelabo Technology which
     is directed to Targets and/or is a Therapeutic Protein prior to the earlier
     of (1) eighteen  (18) months  after  Synthelabo  files a Synthelabo  Patent
     which  claims such Target or  Therapeutic  Protein or (2) with respect to a
     Therapeutic  Protein,  the date on which Synthelabo  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.
14.11. 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
     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.  This Paragraph shall not apply to any information disseminated
     to the public which is information  essentially identical to that contained
     in a previous public announcement agreed to pursuant to this Paragraph.
14.12.  Synthelabo  agrees to maintain  computer and computer  network  security
     measures as agreed to and approved by SB, HGS and Synthelabo.
14.13. Notwithstanding  Paragraph 14.4, a party shall have the right to disclose
     and/or provide to a Third Party information  and/or materials received from
     another party pursuant to this Agreement in conjunction with a license to a
     Third Party which is permitted by this Agreement, provided such Third Party
     enters into non-disclosure and non-use  obligations  substantially the same
     as those in this Agreement.

                                       26

<PAGE>



14.14.  HGS or SB  may  disclose  the  entire  text  of  this  Agreement  to any
     Collaboration Partner

15.  PATENT PROSECUTION
     ------------------

15.1.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
     Synthelabo contract researchers and/or investigators). Each party shall own
     an equal undivided interest in all inventions,  discoveries, designs, works
     of authorship and other know-how  made,  conceived,  reduced to practice or
     generated  jointly by employees,  agents, or other persons acting under the
     authority of the parties ("joint invention"); provided, however, that where
     a party elects to file a patent  application  for a joint invention and the
     other party(ies) of the joint invention does not, the party filing a patent
     application  with respect to the joint invention shall have and retain sole
     and  exclusive  title to such joint  invention and the party not wishing to
     file  shall  assign all of its  rights,  title and  interest  to such joint
     patent application to the filing party or parties. 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 unless  otherwise  required by
     law and HGS, SB or Synthelabo,  as the case may be, shall  cooperate in the
     preparation  and  filing  and  share  equally  in the  expense  of  filing,
     preparation  and  maintaining  thereof.  Each party's  interest in a "joint
     invention" to the extent that it is Licensed  Technology  and/or Synthelabo
     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.
15.2.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  Synthelabo  retains a license  hereunder,  subject to
     Paragraph 15.10, HGS and SB shall keep Synthelabo  informed with respect to
     the  filing,   prosecution  and  maintenance  thereof  and  any  actual  or
     threatened litigation related thereto. In the event that Synthelabo 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 patent applications directed to Expressed Sequence Tags), as to
     which Synthelabo retains a license hereunder,  HGS and/or SB shall do so at
     the cost and expense of Synthelabo.

                                       27

<PAGE>


15.3.Synthelabo  shall have the right  within its sole  discretion  to  prepare,
     file, prosecute and maintain Synthelabo Patents. With respect to Synthelabo
     Patents as to which HGS and/or SB retains a license  hereunder,  subject to
     Paragraph 15.11,  Synthelabo shall keep HGS and SB informed with respect to
     the  filing,   prosecution  and  maintenance  thereof  and  any  actual  or
     threatened  litigation  related  thereto.  In the event  that HGS and/or SB
     desires  that  Synthelabo  obtain and  maintain  patent  protection  in any
     country with  respect to  Synthelabo  Technology  as to which HGS and/or SB
     retains a license hereunder, Synthelabo shall do so at the cost and expense
     of HGS and/or SB as the case may be.
15.4.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.
15.5.In the  event  of the  institution  of any  suit by a Third  Party  against
     Synthelabo,  SB or their sublicensees for patent infringement involving the
     manufacture,  use,  importation,  offer for  sale,  sale,  distribution  or
     marketing of Synthelabo  Product,  the party sued shall promptly notify the
     other party to this  Agreement  in writing.  As between the parties to this
     Agreement,  each  party  shall be  solely  responsible  for its  costs  and
     expenses of such action and any liability  awarded against it which results
     therefrom.
15.6.In the  event  that  Synthelabo,  HGS or SB  becomes  aware  of  actual  or
     threatened  infringement of a Licensed Patent or a Synthelabo Patent,  that
     party shall promptly  notify the other parties in writing.  The owner(s) of
     the patent in question shall have the first right but not the obligation to
     bring,  at its or their own expense,  an  infringement  action  against any
     Third Party and to use the other  party's or parties  name(s) in connection
     therewith.  If the  owner(s) of the patent does not  commence a  particular
     infringement  action within  thirty (30) days of being  requested to do so,
     the other  party(ies),  after  notifying the owner(s) in writing,  shall be
     entitled to bring such  infringement  action at its or their own expense in
     its or their own name  and/or in the name of the owner and the owner  shall
     join the action where required by local law. The party/ies  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 another if it would  adversely  affect the patent rights
     of the other party. In any event,  Synthelabo,  HGS and SB shall assist one
     another and cooperate in any such litigation at the other's request without
     expense to the requesting party.


                                       28

<PAGE>

15.7.Synthelabo,  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  Synthelabo in
     an amount proportional to their respective losses .
15.8.The parties  shall keep one another  informed of the status of and of their
     respective activities regarding any such litigation or settlement thereof.
15.9.The owner of a Licensed Patent or a Synthelabo  Patent shall have the first
     right to seek  extensions  of the terms of the patent and to seek to obtain
     SPCs. 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.
15.10. The  obligations of Paragraph  15.2 shall only apply to Licensed  Patents
     which  include  Licensed  Technology  which HGS and/or SB has  disclosed to
     Synthelabo pursuant to this Agreement.
15.11. The obligations of Paragraph 15.3 shall only apply to Synthelabo  Patents
     which include  Synthelabo  Technology which Synthelabo has disclosed to HGS
     and/or SB pursuant to this Agreement
15.12(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,  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 party who is the
     licensee as  provided in this  Agreement,  or any  agreement  supplementary
     hereto,  to such  intellectual  property  (including  all such  embodiments
     thereof), including any right of the party who is a licensee to obtain such
     intellectual property (or such embodiment) from any other entity.

                                       29

<PAGE>


     (b) If a Title 11 case is commenced by or against the licensing  party, and
     this Agreement is rejected as provided in Title 11 and the party who is the
     licensee  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  written  request
     therefor by the party who is a licensee.  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 15.12, 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.
     (c) All rights, powers, remedies,  obligations and conditions of Synthelabo
     provided herein are in addition to and not in 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 Title 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 Synthelabo
     Product,  and (ii) the right to  contract  directly  with any  third  party
     described in clause (i) in this sentence to complete the contracted work.


                                       30
<PAGE>


16.  TRADEMARKS AND NON-PROPRIETARY NAMES
     ------------------------------------

16.1.Synthelabo,  at its expense,  shall be  responsible  for the  selection and
     registration of non-proprietary names for Synthelabo Products.
16.2.Synthelabo  at  its  expense,  shall  be  responsible  for  the  selection,
     registration  and  maintenance of all trademarks  which it or SB employs in
     connection  with each  Synthelabo  Product  which SB has the right to sell,
     market,  promote  and/or  co-market  pursuant  to this  Agreement,  in such
     countries and/or territories where SB has such rights, and Synthelabo shall
     own and control such  trademarks;  provided  that if SB is  co-marketing  a
     Synthelabo  Product,  SB shall select a trademark for such product with the
     approval of Synthelabo which approval shall not be unreasonably withheld by
     Synthelabo;  such trademark  shall be owned by Synthelabo and SB's right to
     such  trademark  shall revert to  Synthelabo  after the end of an agreement
     between SB and Synthelabo to sell such Synthelabo Product.  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.

17.  STATEMENTS AND REMITTANCES
     --------------------------

17.1.SB  and  Synthelabo  as the  case  may  be,  shall  keep  and  require  its
     sublicensees  to keep  complete and  accurate  records of all sales of each
     Synthelabo  Product subject to royalties  under this Agreement.  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 three (3) years after the  generation  of such
     record.
17.2.Within  sixty  (60)  days  after  the  close  of  each  calendar   quarter,
     Synthelabo  shall  deliver to HGS and SB shall deliver to Synthelabo a true
     accounting  of  each  Synthelabo  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.
17.3.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


                                       31

<PAGE>

     amount of such payments  otherwise due. Each party shall secure and send to
     the other proof of any such taxes withheld and paid.
17.4.All royalties due under this  Agreement  shall be payable in U.S.  dollars.
     Each party shall have the right,  upon giving  written notice to the other,
     to receive payment in that country in local currency.
17.5.Monetary  conversions  from the currency of a foreign  country,  in which a
     product is sold,  into United  States  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 France.

18.  EXPORT CONTROL COMPLIANCE
     -------------------------

18.1.The parties  agree to comply with any  applicable  law or regulation of the
     United States,  France or any country  governing the export or re-export of
     products (including test equipment),  software, and technical data (and the
     product of such data).
18.2.The parties  will  consult  with each other to  determine  whether any such
     prior  governmental  authorization is required with respect to any proposed
     export or re-export  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.
18.3.Synthelabo  agrees that no product,  software or technology  provided by SB
     and/or HGS to Synthelabo  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 bacteriological warfare
     agents.

19.  TERM AND TERMINATION
     --------------------

19.1.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 19.
19.2.In the event Synthelabo  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 Synthelabo  Product,  or fails to meet its obligations under Section 9 of
     this  Agreement with respect to a Synthelabo  Product,  then in addition to
     any other remedy which they may have,  HGS and/or SB may notify  Synthelabo
     in writing that all of Synthelabo's  rights with respect to such Synthelabo
     Product shall terminate as of sixty (60) days after such written notice and
     Synthelabo's  rights  with  respect  thereto  shall

                                       32

<PAGE>

     terminate  unless such payment is made or such  failure is cured,  prior to
     the expiration of such sixty (60) day period.
19.3.In the event  Synthelabo  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 when due,
     then in addition to any other remedy which they may have, HGS and/or SB, as
     the case may be, may notify Synthelabo in writing that this Agreement shall
     terminate in its  entirety,  and if  Synthelabo  fails to make such payment
     within thirty (30) days thereafter, this Agreement shall terminate.
19.4.In the event SB fails to make a payment to Synthelabo  under this Agreement
     with  respect to a  Synthelabo  Product  when due,  then in addition to any
     other  remedy which it may have,  Synthelabo  may notify SB in writing that
     all of SB's rights with respect to such Synthelabo  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.  Any
     sublicenses granted with respect to such Synthelabo Product shall remain in
     full force and effect if (i) SB's  sublicensee is not then in breach of its
     sublicense; (ii) Synthelabo's rate of royalty compensation thereunder is no
     less  than  the rate of  royalty  compensation  to  Synthelabo  under  this
     Agreement;  (iii) Synthelabo  assumes no performance  obligations under the
     sublicense agreement;  and (iv) SB and SB's sublicensee agree to assign the
     sublicense agreement to Synthelabo.
19.5.A party may terminate this  Agreement if, at any time,  another 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 such party or of its  assets,  or if the party in  bankruptcy
     proposes a written  agreement of composition or extension of its debts,  or
     if another 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.
19.6.Notwithstanding the bankruptcy of Synthelabo,  HGS or SB, or the impairment
     of  performance  by  Synthelabo,  HGS or SB of its  obligations  under this
     Agreement as a result of bankruptcy or insolvency of Synthelabo, 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.
19.7.No party shall have the right to  terminate  this  Agreement  except  under
     Paragraph  19.3 and 19.5  provided  however that nothing in this  Agreement
     shall  limit any  remedies  for  breach  which may be  available  in

                                       33

<PAGE>


     law or equity,  including  termination  of this  Agreement or of any or all
     rights hereunder.

20.  RIGHTS AND DUTIES UPON TERMINATION
     ----------------------------------

20.1.Upon  termination  of this Agreement in its entirety or with respect to any
     Synthelabo 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.
20.2.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 those described in
     Sections 4, 5, 17, 22, and 24 and Paragraphs  2.17,  2.21,  2.22, 3.1, 3.2,
     6.1, 6.2, 14.4, 14.6,  14.13,  14.14, and 20.2 as well as any provision not
     specified in this Paragraph  which is clearly meant to survive  termination
     of this Agreement.

21.  WARRANTIES REPRESENTATIONS AND COVENANTS
     ----------------------------------------

21.1 Nothing in this  Agreement  shall be construed as a warranty  that Licensed
     Patents,   Collaboration   Patents  or  Synthelabo  Patents  are  valid  or
     enforceable or that the exercise of Licensed Patents,  Licensed Technology,
     Synthelabo  Patents  and/or  Synthelabo  Technology  does not  infringe any
     patent rights of Third Parties.
21.2 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.
21.3 Subject  to  HGS's  and  SB's  right  to  modify  the  basic  terms  of the
     Collaboration Agreement to accommodate the entry into Collaboration Partner
     Agreements  pursuant to Paragraph 2.18, SB and HGS may not modify the basic
     terms of the  Collaboration  Agreement  which would (1) reduce the scope of
     the  licenses  granted  (including  but  not  limited  to the  licenses  to
     technology,  products,  territory and exclusivity) to Synthelabo under this
     License  Agreement  or the (2)  change  the  Therapeutic  Protein  claiming
     mechanisms  contained in Collaboration  Partner  Agreements,  except to the
     extent already permitted pursuant to Paragraph 8.10 in a manner which would
     adversely affect Synthelabo,  without obtaining  Synthelabo's prior written
     and express approval.

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<PAGE>


21.4 Synthelabo,   SB  and  HGS  guarantee  that  their  respective   Affiliates
     performing hereunder or receiving any of the benefits herefrom will perform
     all obligations  under this Agreement as if the Affiliates were signatories
     of this Agreement.
                        
22.  INDEMNIFICATION
     ---------------

22.1.SB  shall  defend,  indemnify  and hold  harmless  Synthelabo,  HGS,  their
     respective licensors, licensees, 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
     Synthelabo Product. SB'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.  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 Synthelabo  and/or HGS
     to defend  Synthelabo or its licensees  and/or HGS under this  Agreement as
     the case may be and to settle any claim, provided that, without the written
     consent of Synthelabo and/or HGS (which shall not be unreasonably  withheld
     or delayed),  SB shall not agree to settle any claim against  Synthelabo or
     any Synthelabo licensee and/or HGS under this Agreement as the case may be,
     to the extent such claim has a material adverse effect on Synthelabo or its
     licensees  and/or  HGS  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 licensees of a Synthelabo
     Product to indemnify Synthelabo and/or HGS in a manner consistent with this
     Paragraph.
22.2.Synthelabo   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


                                       35
<PAGE>

     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  Synthelabo,  or any Third
     Party granted rights by Synthelabo under this Agreement,  of any Synthelabo
     Product.  Synthelabo'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.  Synthelabo shall have the exclusive right to control the defense of
     any action which is to be  indemnified  in whole by  Synthelabo  hereunder,
     including the right to select counsel acceptable to SB and/or HGS to defend
     SB or HGS or their licensees  under the Agreement,  as the case may be, and
     to settle any claim,  provided  that,  without  the  written  consent of an
     indemnified  party (which shall not be  unreasonably  withheld or delayed),
     Synthelabo  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 Synthelabo's obligation hereunder shall apply whether
     or not such claims are rightfully brought. Synthelabo shall require each of
     its licensees  (other than SB) of a Synthelabo  Product to indemnify SB and
     HGS in a manner consistent with this Paragraph.
22.3.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 22.1, 22.2 and 22.3
     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 or
     delayed  unreasonably.  The  failure  to deliver  notice to the  Indemnitor
     within a reasonable  time after the  commencement  of any

                                       36
<PAGE>


     such action,  if  prejudicial  to its ability to defend such action,  shall
     relieve  such  Indemnitor  of any  liability to the  Indemnitee  under this
     Section 22, 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 22. The Indemnitee under this Section 22,
     its employees and agents, shall cooperate fully with the 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.

23.  FORCE MAJEURE
     -------------

23.1.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.

24.  GOVERNING LAW
     -------------

24.1.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.

25.  SEPARABILITY
     ------------

25.1.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.
25.2.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 


                                       37
<PAGE>


     therewith  and shall be deemed to be modified to conform  with such statute
     or rule of law.
25.3.In  the  event  that  the  terms  and  conditions  of  this  Agreement  are
     materially  altered as a result of Paragraph 25.1 or 25.2, the parties will
     renegotiate  the terms and  conditions  of this  Agreement  to resolve  any
     inequities.

26.  ENTIRE AGREEMENT
     ----------------

26.1.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.
26.2.A waiver of any  breach or 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.
26.3.The headings and titles to the Sections and  Paragraphs  of this  Agreement
     are inserted for convenience  only and shall not be deemed a part hereof or
     affect the construction or interpretation of any provision hereof.

27.  NOTICES
     -------

27.1 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  or such  other  addresses  as may be  notified  to the  parties as
     provided herein:

                  SYNTHELABO
                           22, avenue Galilee,
                           92352 Le Plessis-Robinson Cedex France
                           Attention:  Director of Legal Department
                  fax:     011 33 1 45 37 5804

                  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



                                       38
<PAGE>

                     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
                    

                     HGS
                     Attention:  Senior Vice President Business Development
                     Human Genome Sciences, Inc.
                     9410 Key West Avenue,
                     Rockville, Maryland 20850
            fax:     301-309-0092

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

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

28.  ASSIGNMENT
     ----------

28.1.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,  that a party may assign this  Agreement  or any of its
     rights  or  obligations  hereunder  in  whole  or in part to any  Affiliate
     competent to fulfill the rights and  obligations of this Agreement  without
     obtaining  the consent of the other party;  and  provided  further that any
     party  may  assign  this  Agreement  or any of its  rights  or  obligations
     hereunder to any Third Party with which it may merge or consolidate,  or to
     which it may transfer all or substantially  all of its assets to which this
     Agreement  relates,  without  obtaining  the consent of the

                                       39
<PAGE>


     other parties; provided such Third Party assignee agrees to be bound by all
     the terms and  conditions of the  Agreement  and further  provided that the
     assigning  party also  remains  bound by the terms and  conditions  of this
     Agreement.

29.  RECORDING

29.1 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  Synthelabo  shall provide  reasonable
     assistance  to SB and  HGS in  effecting  such  recording,  registering  or
     notifying.
29.2 Synthelabo  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 SB and HGS shall  provide  reasonable
     assistance  to  Synthelabo  in effecting  such  recording,  registering  or
     notifying.

30.  DISPUTE RESOLUTION
     ------------------

30.1 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 by such Committee,  and if senior  management does not
     timely  resolve any such tie vote,  then either SB or Synthelabo may submit
     such  dispute  to  binding  arbitration  in  accordance  with the  UNCITRAL
     Arbitration  Rules (as at present in force) as modified  by this  Paragraph
     30.1. The place of any  arbitration  shall be in London and the language of
     the proceedings shall be English.  The appointing authority for the purpose
     of the  UNCITRAL  Arbitration  Rules shall be the  Chamber of Commerce  and
     Industry,  Stockholm,  Sweden.  The  number of  arbitrators  shall be three
     appointed in  accordance  with the UNCITRAL  Arbitration  Rules.  The third
     arbitrator  appointed  shall  be a  person  with  extensive  experience  in
     relation to the subject matters in dispute.  The third arbitrator shall not
     be a national  of France,  England or the United  States.  The  arbitration
     shall consider and decide only issues presented to it by the parties to the
     arbitration.
30.2 Senior  management of SB, HGS and Synthelabo  shall endeavor to resolve all
     other disputes under this Agreement.

                                       40

<PAGE>
32.  COUNTERPARTS
     ------------

         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      SYNTHELABO

By: ______________________          By: _______________________
Name: ____________________          Name: _____________________
Title: ___________________          Title:_____________________
Date: ____________________          Date: _____________________

SMITHKLINE BEECHAM plc
By: ______________________
Name: ____________________
Title: ___________________
Date: ____________________



HUMAN GENOME SCIENCES, INC.
By: ______________________
Name: ____________________
Title: ___________________
Date: ____________________

                                       41

<PAGE>
                                   APPENDIX A

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

                                       42

<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  Synthelabo,  located at 22,
avenue Galilee, 92352 Le Plessis-Robinson Cedex France ("Synthelabo") 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  SYNTHELABO 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, Synthelabo 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 SYNTHELABO;  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.

         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,  SYNTHELABO  and HGS.  INSTITUTE  agrees  to
                  maintain  the   confidentiality   of  the



                                       43
<PAGE>

                  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 SYNTHELABO
                           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
                  (d)      is  independently   developed  by  INSTITUTE  without
                           reference to information  or material  provided under
                           this Agreement.

         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.
                  SYNTHELABO,  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,  SYNTHELABO or HGS be liable for any use
                  of the  Materials  by  INSTITUTE.  INSTITUTE  hereby  agree to
                  defend,  indemnify and hold harmless SB,  SYNTHELABO  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.

         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.

                                       44
<PAGE>


         10.      INSTITUTE  agrees to provide  SB, HGS and  SYNTHELABO  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  SYNTHELABO such  submission or presentation  discloses
                  SB,  SYNTHELABO  and/or  HGS  proprietary   information  which
                  INSTITUTE  is  obligated   to  maintain   confidential   under
                  Paragraph  4 hereof,  SB or  SYNTHELABO  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  SYNTHELABO  and/or  HGS and  give  credit  to SB,
                  SYNTHELABO   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
                  SYNTHELABO,  HGS and SB and to provide SYNTHELABO,  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.

         12.      During  the period of  Research,  INSTITUTE  shall  provide to
                  SYNTHELABO,  HGS and SB at least  once  every six (6) 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  SYNTHELABO  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.


                                       45

<PAGE>


         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 HGSfrom 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.

         18.      This  Agreement is not  assignable  by  INSTITUTE,  whether by
                  operation  of law or  otherwise,  without  the  prior  written
                  consent of HGS, SB and SYNTHELABO.  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.

                                       46

<PAGE>


                                          SYNTHELABO

                                          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
                                 --------------

                                   MATERIAL(S)



                                 MTA APPENDIX B
                                 --------------

                                  RESEARCH PLAN



                                       47

<PAGE>


                                   APPENDIX C
                           EXAMPLES OF 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)
         -        Rough estimate of compound throughput (can be updated)

      *Chemical optimization

         -        No details required
         -        Estimated date of start/completion (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


                                       48

<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



                                       49
<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

                           The  protein  preparation(s)  used  for  the in  vivo
                           activity   demonstration   must  be   purified  to  a
                           (previously  agreed) specified level, and evidence of
                           this purity  level must be  included in the  research
                           plan.

         -        In vivo demonstration of relevant pharmacological activity
(along with supporting demonstration of in vitro or ex vivo demonstrations of
activity if available)

                           In  certain  instances,   in  vivo  demonstration  of
                           activity will not be possible for scientific reasons.
                           In  these  specific  cases,  an  ex-vivo  or in vitro
                           demonstration of activity will be acceptable.

      *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)

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