8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2002

Lynx Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-22570
(Commission File No.) 94-3161073
(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 670-9300

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Exhibit 10.26
Exhibit 10.27
EXHIBIT 99.1

Item 5. Other Events

On March 5, 2002, Lynx Therapeutics, Inc. (the “Company”) sold its intellectual property rights under the N3’-P5’ phosphoramidate patent estate to Geron Corporation. The Company received approximately $2.5 million in a combination of cash and stock from Geron for the direct sale of the Lynx patent estate. The transaction documents effecting the sale of the patent estate and the issuance of the Geron common stock are filed as Exhibits 10.26 and 10.27 hereto. A press release announcing the sale is filed as Exhibit 99.1 hereto.

Item 7. Financial Statements and Exhibits

(c)  Exhibits.

10.26*	Purchase Agreement, dated as of March 5, 2002, by and between Geron Corporation and Lynx Therapeutics, Inc.
10.27*	Common Stock Purchase Agreement, dated as of March 5, 2002, by and between Geron Corporation and Lynx Therapeutics, Inc.
99.1	Press Release, dated March 6, 2002, entitled “Lynx Sells Amidate Oligonucleotide Patent Estate to Geron.”

* Portions of this agreement have been deleted pursuant to our request for confidential treatment.

1

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LYNX THERAPEUTICS, INC
Dated: March 15, 2002	By:	/s/ Edward C. Albini
		Edward C. Albini Chief Financial Officer (Principal Financial and Accounting Officer)

2

INDEX TO EXHIBITS

10.26*	Purchase Agreement, dated as of March 5, 2002, by and between Geron Corporation and Lynx Therapeutics, Inc.
10.27*	Common Stock Purchase Agreement, dated as of March 5, 2002, by and between Geron Corporation and Lynx Therapeutics, Inc.
99.1	Press Release, dated March 6, 2002, entitled “Lynx Sells Amidate Oligonucleotide Patent Estate to Geron.”

* Portions of this agreement have been deleted pursuant to our request for confidential treatment.

EX-10.26 3 f79954ex10-26.txt EXHIBIT 10.26 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 10.26 PURCHASE AGREEMENT This PURCHASE AGREEMENT (the "Agreement") is made as of March 5, 2002 (the "Effective Date"), by and between Geron Corporation, a Delaware corporation ("Buyer") and Lynx Therapeutics, Inc., a Delaware corporation ("Seller"). RECITALS A. Seller owns certain proprietary technology relating to oligonucleotide N3'->P5' phosphoramidates, their manufacture, and their uses in a variety of fields ("Amidate Technology"). B. Buyer desires to acquire from Seller, and Seller desires to transfer to Buyer on the terms and conditions set forth herein, Seller's right, title and interest to certain patents and patent applications owned by Seller and incorporating the Amidate Technology. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreement hereinafter expressed, the parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 "Affiliate" means any person, corporation, partnership, limited liability company, limited liability partnership, joint venture, association, company, or other legal entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the referenced party. In this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a party, whether through ownership of securities, by contract, or otherwise. 1.2 "Amidate Product" means any product which contains, incorporates, is based upon, is derived in whole or in part from, or is made with the use of, any one or more of the Lynx Patents. 1.3 "Lynx Patents" means the patents and patent applications listed on Exhibit B hereto; and with respect to U.S. patents and applications; any division, continuation, continuation-in-part, substitute, renewal, reissue, extension, confirmation, reexamination, registration, patent term extension or supplemental protection certificate thereof; all foreign equivalents of any of the foregoing patents and applications; and all patents issuing on any of the foregoing applications. 1.4 "Northwestern Patents" means the patents and patent applications listed on Exhibit C hereto; and with respect to U.S. patents and applications; any division, continuation, continuation-in-part, substitute, renewal, reissue, extension, confirmation, reexamination, 1 registration, patent term extension or supplemental protection certificate thereof; all foreign equivalents of any of the foregoing patents and applications; and all patents issuing on any of the foregoing applications. 1.5 "Northwestern License" means the license agreement dated October 27, 1993 between the Seller and Northwestern University ("Northwestern"), which is attached hereto as Exhibit D, pursuant to which Northwestern licensed to the Seller certain rights to the Northwestern Patents. 1.6 "Patent Assignment" means the form of instrument attached hereto as Exhibit A. 1.7 "Sublicenses" means, collectively, (i) the license agreement dated as of June 15, 1998 between the Seller and Cruachem, Inc., which is attached hereto as Exhibit E, and (ii) the license agreement dated as of January 29, 1999 between the Seller and JBL Scientific, Inc., which is attached hereto as Exhibit F, pursuant to each of which Seller has sublicensed certain rights under the Lynx Patents and the Northwestern Patents. ARTICLE II PURCHASE AND SALE 2.1 Lynx Patents. Seller hereby sells, assigns, conveys, and transfers to Buyer, all right, title and interest of the Seller in and to the Lynx Patents. For the avoidance of doubt, the agreement to assign, convey and transfer in the preceding sentence (i) is subject to the rights granted to the sublicensees under the Sublicenses, and (ii) does not include any assignment, conveyance, transfer of, or any other interest in, any rights in or to the Northwestern Patents. 2.2 Northwestern Patents and License. Seller hereby, assigns, conveys, and transfers to Buyer, all right, title and interest of the Seller in and to the Northwestern Patents and the Northwestern License. For the avoidance of doubt, the agreement to assign, convey and transfer in the preceding sentence (i) is subject to the terms and conditions of the Northwestern License, including Section 9.1 of the Northwestern License; (ii) is subject to the rights granted to the sublicensees under the Sublicenses, and (iii) does not include any assignment, conveyance, transfer of, or any other interest in, any rights in or to the Lynx Patents. Seller will promptly seek and diligently pursue Northwestern's unconditional consent to this assignment, will keep Buyer regularly informed of its progress in obtaining such consent, and will use its best efforts to obtain such consent by no later than [*]. If Northwestern does not consent unconditionally to the assignment by [*], Buyer may, at any time thereafter by written notice to Seller, obtain from Seller, in lieu of the assignment of the Northwestern Patents and the Northwestern License, an exclusive sublicense under the Northwestern License, subject to its terms and conditions and subject to the Sublicenses, on the terms and conditions specified in Exhibit G attached hereto. The parties acknowledge that Seller has not been able to provide Buyer with all relevant documents with respect to the Northwestern Patents, and as a result Buyer has not been able to perform complete due diligence with respect to the Northwestern Patents. Within [*] days of the Effective Date, Seller will provide to Buyer complete file histories of the Northwestern Patents, and Buyer will have [*] days thereafter to perform such due diligence. If Buyer concludes as a result of such due diligence that the value of the Northwestern Patents is substantially different than Buyer believed, Buyer will so notify Seller within [*] days after Seller provides such complete file histories, and Seller and Buyer will negotiate in good faith concerning an appropriate adjustment of the terms of this Agreement, provided that the purchase price 2 payable under Section 2.5 will not be changed. 2.3 Sublicenses. Seller hereby, assigns, conveys, and transfers to Buyer, all right title and interest of the Seller in and to the Sublicenses, subject to their terms. 2.4 Deliveries of Seller. Simultaneously with execution of this Agreement, Seller shall execute and deliver the Patent Assignment to Buyer. Within five (5) days after the Effective Date, Seller will deliver to Buyer originals or complete and accurate copies of all documents in Seller's possession, custody, or control relating to the Lynx Patents or the Northwestern Patents. If Seller has documents that, in Seller's reasonable judgment, would be necessary or useful in defending any of the Lynx Patents or the Northwestern Patents against claims of invalidity, Seller will deliver such documents to Buyer at Buyer's request, and will not after the date of this Agreement destroy any such documents without offering Buyer the opportunity to take possession of such documents for Buyer's potential future use. 2.5 Purchase Price. In consideration of the sale and assignment of Seller's right, title and interest in the Lynx Patents, the Northwestern Patents, and the Northwestern License or exclusive sublicense thereunder as provided in paragraph 2.2, Buyer will pay Seller a total purchase price of Two Million Five Hundred Thousand dollars ($2,500,000), payable as follows: One Million Dollars ($1,000,000) in cash payable in immediately available funds within one (1) business day after the Effective Date. Two Hundred Ten Thousand (210,000) shares of Buyer's Common Stock,), delivered simultaneously with the execution of, and subject to the terms of, the Stock Purchase Agreement attached as Exhibit H. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations of Seller. Seller represents and warrants to Buyer as follows: (a) Seller is a corporation, duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all requisite powers and all licenses, authorizations, consents and approvals required to carry on its business as now conducted. (b) The execution, delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby and thereby, are within Seller's legal powers and have been duly authorized by all necessary action on the part of Seller, and, to the best of Seller's knowledge and belief, will not infringe or violate the rights of any other party. This Agreement is a valid and binding agreement of Seller, enforceable in accordance with its terms. (c) Seller is the sole and exclusive owner of the Lynx Patents and has the lawful right to perform its obligations under this Agreement. Seller's interest in the Lynx Patents is not subject to any lien, pledge, grant of security interests, or any other encumbrance. To the best of Seller's knowledge and belief, all filings have been made and all fees have been paid and all such other things have been done as to maintain the Lynx Patents 3 in good standing. Seller does not own or control any patents or patent applications relating to Amidate Technology other than the Lynx Patents and the Northwestern Patents. (d) The Northwestern License and the Sublicenses are in full force and effect and have not been amended. Seller is in compliance with its obligations under the Northwestern License, and has received no notice of any claim to the contrary. Seller's rights to the Northwestern Patents under the Northwestern License are not subject to any lien, pledge, grant of security interests, or any other encumbrance. To the best of Seller's knowledge and belief, all filings have been made and all fees have been paid and all such other things have been done as to maintain the Northwestern Patents in good standing. (e) The Lynx Patents and Seller's interest in the Northwestern Patents are assigned and transferred WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE LYNX PATENTS OR THE NORTHWESTERN PATENTS ARE VALID OR WILL NOT INFRINGE ANY PATENT OR OTHER PROPERTY RIGHT. (f) As at the date of this Agreement, to the best of its knowledge, information and belief after reasonable inquiry, Seller has not received any notices or communications alleging that the Lynx Patents or the Northwestern Patents are invalid or infringe the rights of any third party. There is no action, suit, investigation, or proceeding of which Seller has received written notice, pending or, to the knowledge of Seller, threatened, before any court or arbitrator or any governmental body, agency or official that has or could materially affect the Lynx Patents, the Northwestern Patents or the Northwestern License or which in any matter challenges or seeks to prevent, enjoin, alter or materially delay the transaction contemplated hereby or would have a material adverse effect on Seller's ability to perform its obligations under this Agreement. (g) As of the date of this Agreement, no third party has any rights or licenses in respect of the Lynx Patents, the Northwestern Patents, or the Northwestern License, other than as reflected in the Sublicenses. (h) Nothing in this Agreement shall be construed as: (i) a warranty or representation by Seller as to the validity, enforceability, or scope of any of the Lynx Patents or the Northwestern Patents hereunder or elsewhere; (ii) a warranty or representation that any Amidate Products or anything else made, used, sold, or otherwise disposed of under the Lynx Patents or the Northwestern Patents is or will be free from infringement of patents of third parties; (iii) an obligation to bring or prosecute actions or suits against third parties for patent infringement; (iv) conferring by implication, estoppel, or otherwise, any license or rights under any patents or patent applications of Seller other than those of the Lynx Patents and the Northwestern Patents; or (v) an obligation to furnish any know- how not provided in the Lynx Patents themselves. 3.2 Representations of Buyer. Buyer represents and warrants to Seller as follows: (a) Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all requisite powers and all licenses, authorizations, consents and approvals required to carry on its business as now conducted. 4 (b) The execution, delivery and performance by Buyer of this Agreement, and the consummation by Buyer of the transactions contemplated hereby and thereby, are within Buyer's legal powers and have been duly authorized by all necessary action on the part of Buyer. This Agreement is a valid and binding agreement of Buyer, enforceable in accordance with its terms. (c) There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any matter challenges or seeks to prevent, enjoin, alter or materially delay the transaction contemplated hereby or would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement. ARTICLE IV INDEMNIFICATION 4.1 By Seller. Seller shall indemnify and hold Buyer harmless, and hereby forever releases and discharges Buyer, from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from all claims, demands, actions and other proceedings by any third party to the extent arising from (a) any misrepresentation or breach by Seller of any representation or warranty or other provision of this Agreement or (b) any claim that the performance of this Agreement by Seller would violate or infringe the rights of any third party, or (c) any claim arising out of the Northwestern License or the Sublicenses based on Seller's alleged breach, or Seller's acts or failure to act, or obligations of Seller that accrued, before the Effective Date), or (d) the gross negligence or willful misconduct of Seller in its performance under this Agreement. 4.2 By Buyer. Buyer shall indemnify and hold Seller harmless, and hereby forever releases and discharges Seller, from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from all claims, demands, actions and other proceedings by any third party to the extent arising from (a) any misrepresentation or breach by Buyer of any representation or warranty or other provision of this Agreement, (b) the research, use, development, manufacturing, commercialization or marketing of Amidate Products or the use of Lynx Patents by Buyer or its Affiliates, or (c) the gross negligence or willful misconduct of Buyer in its performance under this Agreement. 4.3 Procedure. A party (the "Indemnitee") that intends to claim indemnification hereunder shall promptly notify the other party (the "Indemnitor") of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to participate in and to assume the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee hereunder with respect thereto, but the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may otherwise have to the Indemnitee. 5 The Indemnitor may not settle or otherwise consent to an adverse judgment in such claim, demand, action or other proceeding, that diminishes the rights or interests of Indemnitee without the prior express written consent of the Indemnitee, which consent shall be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered hereby. ARTICLE V MISCELLANEOUS 5.1 Survival of Obligations. The representations and warranties set forth in Article III hereof shall survive for ten years following the date of this Agreement. The rights and obligations set forth in Articles IV and V hereof shall survive indefinitely. 5.2 Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their respective successors and permitted assigns. 5.3 Confidentiality. Neither party shall issue any press release or make any other announcement with respect to this Agreement or the transactions contemplated hereby, except as required by law, without the prior consent of the other party (which shall not be unreasonably withheld or delayed). 5.4 Remedies. Nothing contained herein is intended to or shall be construed to limit the remedies which either party may have against the other in the event of a breach of or default under this Agreement, it being intended that any remedies shall be cumulative and not exclusive. 5.5 Further Assurances. Each party agrees to take such further action and execute, deliver and/or file such documents or instruments as are necessary to carry out the terms and purposes of this Agreement; provided, however, that reasonable expenses for such further action shall be borne by the requesting party. 5.6 Entire Agreement and Modification. This Agreement, including the schedules and exhibits hereto and the documents delivered pursuant hereto, constitutes the entire agreement between the parties. No amendments to, modifications of, or additions to this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto. 5.7 Severability. If any provision of this Agreement shall be determined to be contrary to law and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. 5.8 Counterparts. This Agreement may be executed in one or more counterparts and by facsimile signature, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 5.9 Headings; Interpretation. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. 6 5.10 Notices. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given if the same shall be in writing and shall be delivered or sent by registered or certified mail, postage prepaid, and addressed as set forth below: (a) If to Buyer: Geron Corporation. 230 Constitution Drive Menlo Park, CA Fax: 650-473-7750 Attention: David Greenwood (b) If to Seller: Lynx Therapeutics, Inc. 25861 Industrial Blvd. Hayward, CA 94545 Fax: 510-670-9303 Attention: Norman Russell Any such notice shall be effective upon receipt. Either party may change the address to which notices are to be addressed by giving the other party notice in the manner herein set forth. 5.11 Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of California, without regard to its conflict of laws principles. IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement by their duly authorized representatives as of the day and year first above written. LYNX THERAPEUTICS, INC. By /s/ Norman J. W. Russell ----------------------------------------- Name: Norman J. W. Russell Title: President and Chief Executive Officer GERON CORPORATION By /s/ David L. Greenwood ----------------------------------------- Name: David L. Greenwood Title: Chief Financial Officer and Senior Vice President, Corporate Development [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 7 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT A ASSIGNMENT In consideration of good and valuable consideration paid to the undersigned Assignor, Lynx Therapeutics, Inc., a corporation organized under the laws of Delaware, having an office at 25861 Industrial Blvd., Hayward, CA 94545, by the Assignee, Geron Corporation, Inc., a corporation organized under the laws of Delaware, having an office at 230 Constitution Drive, Menlo Park, CA 94303, the receipt of which is hereby acknowledged, the undersigned Assignor by these presents hereby sells, assigns, transfers, and sets over unto the Assignee the entire right, title, and interest in and to the patents and patent applications described in Appendix A hereto and the inventions described therein, together with any division, continuation, continuation-in-part, substitute, renewal, reissue, extension, confirmation, reexamination, registration, patent term extension or supplemental protection certificate thereof; all foreign equivalents of any of the foregoing patents and applications; and all patents issuing on any of the foregoing applications, including all treaty and convention rights and the right to sue for present, past, and future infringement, the same to be held and enjoyed by said Assignee, its successors, assigns, or other legal representatives, to the full ends of the terms for which all patents therefor may be granted, as fully and entirely as the same would have been held and enjoyed by the undersigned if this assignment and sale had not been made. And by this covenant the undersigned will execute or procure any further necessary assurance of title to said patent applications and patents; and at any time, upon the request and at the expense of said Assignee, will execute and deliver any and all papers that may be necessary or desirable to perfect the title to said patent applications or patents which may be granted therefor in said Assignee, its successors, assigns or other legal representatives, and, upon the request and at the expense of said Assignee, will execute any additional or divisional applications for patents for said inventions, or any part or parts thereof, and for the reissue of any patents granted or to be granted therefor, and will make all rightful oaths and do all lawful acts requisite for procuring the same or for aiding therein, without further compensation, but at the expense of said Assignee, its successors, assigns, or other legal representatives. ----------------------- Witness: By --------------------------------------- Name - ----------------------------- Name: --------------------------------------- Title AFFIX SEAL [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT B LYNX PATENTS

- --------------------------------------------------------------------------------------- LYNX CNTRY TYPE STATUS APP. NO. FILING PATENT ISSUE PUB. NO. PUB. REF. DATE NO. DATE DATE - --------------------------------------------------------------------------------------- [*] - --------------------------------------------------------------------------------------- [*] CLIENT TITLE FILING DATE STATUS REF - --------------------------------------------------------------------------------------- [*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT C NORTHWESTERN PATENTS

- --------------------------------------------------------------------------------------- LYNX REF. SUBJECT MATTER FILING ISSUE PATENT NO. STATUS DATE DATE - --------------------------------------------------------------------------------------- [*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT D NORTHWESTERN LICENSE LICENSE AGREEMENT This AGREEMENT made this twenty seventh day of October, 1993, by and between NORTHWESTERN UNIVERSITY ("NORTHWESTERN"), an Illinois corporation having a principal office at 633 Clark Street, Evanston, Illinois 60208, and Lynx Therapeutics Inc., a Delaware corporation having a principal office at 465 Lincoln Centre Drive, Foster City, California 94404 (hereinafter "LYNX"). WITNESSES THAT: WHEREAS, NORTHWESTERN represents that Robert Letsinger, an employee of NORTHWESTERN, and Sergei Gryaznov, a former employee of Northwestern (the Inventors), have made a certain invention entitled [*] while employed at NORTHWESTERN, and that a patent application has been filed thereon, having United States Serial Number [*] entitled [*]. WHEREAS, NORTHWESTERN, subject to U.S. grant obligations has the right to make, use, sell, and grant licenses under the INVENTION and PATENT RIGHTS as defined herein; and NORTHWESTERN wishes to have the INVENTION, as defined by the PATENT RIGHTS, utilized for the public interest; and WHEREAS LYNX desires to obtain a license to manufacture, sell, and use the INVENTION and PATENT RIGHTS defined herein and upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the promises and the faithful performance of the covenants contained herein, IT IS AGREED: 1.0 DEFINITIONS For the purposes of this Agreement, and solely for that purpose, the terms hereinafter set forth shall be defined as follows: 1.1 "INVENTION" shall mean the invention as described in EXHIBIT A, and/or as covered in the PATENT RIGHTS. 1.2 "PATENT RIGHTS" shall mean the United States patent resulting from the 1 application having United States Serial Number [*] entitled [*] for the INVENTION together with any divided, continuation, or other continuation-in-part applications based thereon, and any reissues or extensions based on any such patents, and any foreign counterparts pending or issued thereof. 1.3 "LICENSED PRODUCT" shall mean any products covered by, or the manufacture, use, or sale of which is covered by, any INVENTION as described by any valid claim in an issued and unexpired patent, which patent application or patent is included in the PATENT RIGHTS. 1.4 "FIELD OF USE" shall mean the use of the INVENTION and PATENT RIGHTS for human therapeutics. 1.5 "NET SALES PRICE" shall mean the gross sales price of any LICENSED PRODUCT or INVENTION made and sold pursuant to this Agreement, less allowances to customers for damaged or returned products and the amounts of discounts, transportation charges, and all sales and excise taxes and duties paid, absorbed, or allowed. 2.0 LICENSE 2.1 NORTHWESTERN hereby grants to LYNX and LYNX hereby accepts from NORTHWESTERN, upon the terms and conditions herein specified, an exclusive (except as herein specified), worldwide, and non-assignable (except as herein specified) License to use the INVENTION and PATENT RIGHTS to test, evaluate, and develop the INVENTION and LICENSED PRODUCT covered hereby and to make, have made, use and sell the products thereof during the term of this Agreement, and during the term of any extension thereof, unless sooner terminated as hereinafter provided. 2.2 NORTHWESTERN hereby grants to LYNX and LYNX hereby accepts from NORTHWESTERN, upon the terms and conditions herein specified, the right to extend the License granted hereunder to its sublicensee(s). LYNX shall promptly notify NORTHWESTERN in writing that a sublicense has been granted no later than the effective date of the sublicense. LYNX may negotiate such terms as it chooses for each sublicense, provided that NORTHWESTERN shall receive a royalty for all sales made by sublicensee(s) at a rate not less than that provided for in this Agreement plus fifty percent (50%) of any lump sum amounts received by LYNX from sublicensee(s) where there is no royalty. 2.3 If LYNX shall so notify NORTHWESTERN in advance thereof in writing, any sublicensee(s) to whom the License shall have been extended pursuant to Paragraph 2.2 hereof may make the reports and royalty payments specified in Paragraph 4.0 hereof directly to NORTHWESTERN on behalf of LYNX; otherwise, such reports and payments on account of sales by such sublicensee(s) shall be made by LYNX. 2.4 NORTHWESTERN retains a non-exclusive, royalty-free, irrevocable License to 2 make, have made and use the INVENTION, PATENT RIGHTS and LICENSED PRODUCT for its own use. 2.5 Outside the scope of the License between NORTHWESTERN and LYNX no other, further, or different license or right, and no further power to sublicense is hereby granted or implied. 3.0 LICENSE ISSUE FEE 3.1 LYNX shall pay to NORTHWESTERN, upon execution and delivery of this Agreement, a license issue fee of [*] 3.2 The total of the license issue fee provided for in the foregoing Article 3.1 shall not be refundable and shall not be applied against any royalties which may become payable under this Agreement. 4.0 ROYALTIES, RECORDS AND REPORTS 4.1 During the term of this Agreement, unless sooner terminated, LYNX shall pay to NORTHWESTERN, in the manner hereinafter provided, earned royalties at the rate of [*] percent ([*]%) of the NET SALES PRICE of all LICENSED PRODUCT sold by LYNX and its sublicensee(s), anywhere in the world. 4.2 LICENSED PRODUCT shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 4.3 LYNX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records, and reporting by LYNX and any sublicensee(s) to whom the License shall have been extended pursuant to this Agreement. 4.4 So long as this Agreement remains in force, LYNX shall deliver to NORTHWESTERN, within sixty (60) days after the first day of January and July of each year, a true and accurate report, giving such particulars of the business conducted by LYNX and its sublicensee(s) during the preceding six (6) months under this Agreement as are necessary to accurately account for sales subject to royalties under this Agreement. 4.5 Simultaneously with the delivery of each report required by the preceding paragraph 4.4, LYNX shall pay to NORTHWESTERN the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 4.6 All payments from LYNX to NORTHWESTERN shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business 3 on the last business day preceding the date payment is due. 4.7 In case of any delay in payment by LYNX to NORTHWESTERN not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first day after the due date of said payment, shall be due by LYNX without any special notice. 4.8 Royalties shall accrue in accordance with this Agreement, upon the first commercial sale of a licensed product. 4.9 LYNX shall keep full, true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable to NORTHWESTERN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at LYNX'S principal place of business. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to inspection by NORTHWESTERN for the purpose of verifying LYNX'S royalty statements, or LYNX'S compliance in other respects with this Agreement. 4.10 LYNX shall reimburse NORTHWESTERN for all out-of-pocket costs of filing, prosecution and maintenance for all patent applications and all patents issuing thereon filed and made at the request of LYNX. All such patents and patent applications shall become part of the PATENT RIGHTS licensed to LYNX hereunder. Such reimbursements shall be made to NORTHWESTERN within sixty (60) days of receipt of invoice by LYNX. Any reimbursements made by LYNX hereunder shall be creditable by LYNX against royalty payable by it pursuant to Article 4.1 above. With respect to each payment due NORTHWESTERN, LYNX may deduct up to 50% of each such payment for the above-referenced costs and expenses incurred by LYNX in filing, prosecuting, or maintaining any patent or patent application until LYNX has been fully reimbursed for all such costs and expenses incurred. United States patent costs shall be credited to earned royalties on the NET SALES PRICE of LICENSED PRODUCTS in the United States and foreign patent costs shall be credited to foreign NET SALES PRICE. 5.0 AUDITING 5.1 NORTHWESTERN and its representatives will be entitled to examine and audit all reports of sales of the LICENSED PRODUCT by LYNX and any sublicensee at any time during normal business hours. In the event that an audit reveals any underpayment or undercredit or royalties and/or milestone payments by LYNX subject to the provisions herein, LYNX will promptly pay or credit to NORTHWESTERN, as the case may be, the full amount of that underpayment or undercredit, together with interest thereon at a rate of one percent (1%) per month, assessed from the thirty-first day after said payment was due. In the event that the audit reveals an underpayment or undercredit of more than 3% of the amount which should have been reported and paid, LYNX or sublicensee, as the case may be, will promptly pay the entire cost of that audit. 6.0 PERFORMANCE 4 6.1 LYNX shall use commercially reasonable efforts to commence and maintain regular commercial production and sale of LICENSED PRODUCT. 6.2 If earned royalties for the years 1994, 1995, 1996 and 1997 and thereafter are less than [*] dollars ($[*]), [*] dollars ($[*]), [*] dollars ($[*]), and [*] dollars ($[*]) respectively, the following minimum royalty payments shall be due to NORTHWESTERN on the following dates: [*] ($[*]) due January 1, 1995; [*] ($[*]) due January 1, 1996; [*] dollars ($[*]) due January 1, 1997; [*] dollars ($[*]) due January 1, 1998 and each year thereafter during the term of this Agreement or any extensions thereof. 7.0 TERM AND EXTENSION 7.1 This exclusive License shall continue until the expiration of the last to expire of any patents under PATENT RIGHTS. 8.0 TERMINATION 8.1 If LYNX shall become bankrupt or insolvent and/or if the business of LYNX shall be placed in the hands of a Receiver, Assignee, or Trustee, whether by the voluntary act of LYNX or otherwise, this License will be deemed to have automatically terminated as of a date [*] ([*]) days prior to that event, provided, however, that such termination shall not terminate any obligations which may have accrued prior thereto. 8.2 Notwithstanding provisions of Article 6.1, upon any breach or default under this Agreement by LYNX, NORTHWESTERN may terminate this License by [*] ([*]) days written notice by registered mail to LYNX. Said notice shall become effective at the end of said period, unless during said period LYNX shall cure such breach or default and notify NORTHWESTERN thereof. 8.3 LYNX may terminate this License at any time upon [*] ([*]) days written notice by registered mail to NORTHWESTERN. 8.4 Upon termination of this License for any reason, all rights granted hereunder shall revert to NORTHWESTERN for the sole benefit of NORTHWESTERN. 5 8.5 Termination of this License shall result in all sublicenses being assigned to NORTHWESTERN. 8.6 LYNX's responsibilities and obligations to report to NORTHWESTERN and pay royalties to NORTHWESTERN as to any LICENSED PRODUCTS produced or sold by LYNX or its sublicensees under this Agreement prior to termination or expiration hereof shall survive such termination or expiration. 8.7 In the event that this Agreement is terminated by either party, LYNX agrees to provide NORTHWESTERN with names and addresses of sublicensees and copies of all Sublicense Agreements between LYNX and sublicensees as then known to LYNX. 9.0 ASSIGNMENT 9.1 This Agreement may be assigned by NORTHWESTERN. This Agreement may be assigned by LYNX to the successor of its entire business, or to any wholly-owned subsidiary, but shall not be otherwise assignable by LYNX without the written consent of NORTHWESTERN. 10.0 INFRINGEMENT 10.1 NORTHWESTERN agrees to protect its patents within the PATENT RIGHTS from infringement and prosecute infringers when in its reasonable judgment such action may be proper and justified. LYNX shall have the right to sue infringers in its own name if NORTHWESTERN elects not to do so. 10.2 In the event either party hereto shall initiate or carry on legal proceedings to enforce the PATENT RIGHTS against an alleged infringer, the other party hereto shall fully cooperate with the party initiating or carrying on such proceedings. 10.3 In the event NORTHWESTERN or LYNX shall institute suit or other legal proceedings to protect or enforce PATENT RIGHTS as provided herein, the other party shall have the option to join in such proceedings and shall be entitled to be represented by counsel of its own choosing. From any recovery awarded as a result of such suit or legal proceedings, (i) the initiating party may recover the full amount of its expenses of prosecuting the same (including attorney's fees and court costs); (ii) the other party may then recover, to the extent possible after full payment of (i) above, the full amount of its costs of participating in the same; (iii) NORTHWESTERN, after full payment of (i) and (ii) above, shall receive [*] percent ([*]%) of any remainder; and (iv) the initiating party may retain the balance. A party shall not discontinue or settle any such suit or legal proceedings brought by it without obtaining prior concurrence of the other party, and giving the other party a timely opportunity to continue such proceedings in its own name, under its sole control, at its sole expense, and at its sole recovery. 6 11.0 SEVERABILITY 11.1 Should any part or provision of this Agreement be unenforceable or otherwise in conflict with or in violation of the law of any jurisdiction, the remainder of this Agreement shall remain binding upon the parties. 12.0 INDEMNITY AND NEGATION OF WARRANTIES 12.1 LYNX agrees to indemnify, hold harmless and defend NORTHWESTERN, its officers, employees, and agents against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from or arising out of the production or use of the LICENSED PRODUCTS by LYNX, its sublicensees, and others purchasing, using and/or receiving the LICENSED PRODUCTS. 12.2 LYNX shall maintain appropriate insurance, in good standing, at least in the amount of [*] dollars ($[*]) per occurrence, the amount subject to change from time to time as designated by NORTHWESTERN in writing, naming NORTHWESTERN as additional insured. LYNX shall deliver to NORTHWESTERN a copy of such insurance policy and all extensions thereof. 12.3 Nothing in this Agreement shall be construed as: 12.31 a warranty or representation by NORTHWESTERN as to the validity or scope of any Patent Rights; or 12.32 a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or; 12.33 an obligation by NORTHWESTERN to bring or prosecute actions or suits against third parties for infringement. 12.4 NORTHWESTERN makes no representation other than those specified in this Agreement. NORTHWESTERN MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF LICENSED PRODUCT. 13.0 GENERAL 13.1 LYNX shall not use the name of any Inventor listed in PATENT RIGHTS, of any institution with which he has been or is connected, nor of NORTHWESTERN, nor any adaptation of any of them, in any advertising, promotional or sales literature, without prior written consent obtained from NORTHWESTERN in each case. 7 13.2 Any notice required or permitted to be given by this Agreement shall be given postpaid first class certified mail; unless otherwise stated: TO LYNX: LYNX THERAPEUTICS, INC. 465 Lincoln Centre Drive Foster City, California 94404 Attn: Mr. Timothy Geiser TO LICENSOR: NORTHWESTERN UNIVERSITY Technology Transfer Program 633 Clark Street Evanston, Illinois 60208 Attn: Administrator Technology Transfer Program Such addresses may be altered by written notice. If no time limit is specified for a notice required or permitted to be given under this Agreement, the time limit therefore shall be twenty (20) full business days, not including the day of mailing. 13.3 This Agreement and its effect is subject to and shall be construed and enforced in accordance with the laws of the State of Illinois, United States of America. 13.4 The parties to this Agreement recognize and agree that each is operating as an independent contractor and not as an agent of the other. 13.5 The captions herein are for convenience only and shall not be deemed to limit or otherwise affect the construction thereof. 13.6 Any waiver by either party of the breach of any term or condition of this agreement will not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof. 14.0 ENTIRE AGREEMENT 14.1 This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter of this Agreement, and merges all prior discussion's between them. Neither of the parties shall be bound by any conditions, definitions, warranties, or representations with respect to the subject matter of this Agreement or as duly set forth on or subsequent to the date hereof in writing unless signed by a proper and duly authorized representative of the party to be bound thereby. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and duly executed this Agreement as of the day and the year first above written. 8 NORTHWESTERN UNIVERSITY ATTEST: By: /s/ C. W. Kern ----------------------- ----------------------------------- Asst. Secretary C. William Kern Vice President for Research Date: 10/29/93 Date: October 29, 1993 ------------------------- --------------------------------- LYNX THERAPEUTICS ATTEST /s/ Lynn C. Soucy By: /s/ Timothy Geiser ------------------------ --------------------------------------- Timothy Geiser Ph.D. Vice President, Technology Development Manufacturing and Operations Date: November 3, 1993 Date: 3 November 1993 ------------------------- ------------------------------------- [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 9 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT E CRUACHEM, INC. SUBLICENSE LICENSE AGREEMENT This License Agreement ("Agreement") is effective as of the 15th day of June, 1998 ("Effective Date"), by and between Cruachem, Inc., a Delaware corporation, having its principal office at 34 Mount Pleasant Drive, Aston, Pennsylvania 19014 ("Licensee"), and Lynx Therapeutics, Inc., a Delaware corporation, having its principal office at 3832 Bay Center Place, Hayward, California, USA ("Licensor"). RECITALS WHEREAS, Licensor owns and is an exclusive licensee of proprietary technology relating to oligonucleotide N3'->P5' phosphoramidates, their manufacture, and their uses in a variety of fields ("Amidate Technology"); WHEREAS, Licensee has expertise in nucleic acid chemistry and is in the business of manufacturing, marketing, selling, and distributing nucleic acid compounds; and WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires to grant to Licensee in exchange for the consideration described below the right to use Licensor's Amidate Technology to manufacture, market, sell, and commercialize oligonucleotide N3'-->P5' phosphoramidates in the Research Field. NOW, THEREFORE, in view of the foregoing premises and in consideration of the mutual promises and covenants contained in the Agreement, Licensor and Licensee agree as follows: 1 ARTICLE 1. DEFINITIONS. 1.1 "Affiliate" means a corporation, partnership, entity, person, firm, company or joint venture that controls, is controlled by or is under the common control with the referenced Party. For the purposes of this definition the word "control" (including, with correlative meaning, the terms "controlled by" or "is under the common control with") means the power to direct or cause the direction of the management and policies of such entity, or the ownership of at least fifty percent (50%) of the voting stock of such entity. 1.2 "Licensed Product" shall mean any product(s) whose manufacture, use, or sale in any country would, but for this Agreement, comprise an infringement, including contributory infringement, of one or more Valid Claims. 1.3 "Monomer Licensed Product" shall mean a Licensed Product which is a monomer used in the synthesis of an oligonucleotide N3'--->P5' phosphoramidate. 1.4 "Net Sales" means the total amount invoiced or otherwise charged by Licensee or its Affiliates or its sublicensee on account of the final or end product sale of a Licensed Product to a non-Affiliate, less the following deductions to the extent actually incurred or allowed based upon the sale of such Licensed Product: (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such non-Affiliate for spoiled, damaged, out dated and returned Licensed Product; (b) freight and insurance costs for transporting such Licensed Product, to the extent invoiced to the purchaser; (c) sales, value-added and other direct taxes on the sale of the Licensed Product; (d) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Licensed Product; (e) trade, cash, and quantity discounts off of the invoiced price and similar promotional discounts (such as management fees required by hospital buying groups) off the invoiced price, all to the extent consistent with normal practice in the industry; 2 (f) amounts reflecting retroactive price adjustments on sale of Licensed Products, to the extent not previously deducted from Net Sales; and (g) rebates or chargebacks made on the sale of such Licensed Product, to the extent consistent with the normal practice in the industry, and provided that any and all of the foregoing are calculated in accordance with generally accepted accounting principles applicable to the locality where the invoices are prepared and consistently applied. 1.5 "Patent Rights" shall mean the patents and patent applications listed in Exhibit A; and with respect to U.S. patents and applications, all foreign equivalents thereof; and patents issuing on said foreign and U.S. patent applications. "Patent Rights" shall also include any divisional, continuation, reissue, reexamination or extension of the above-described patent applications and resulting patents, along with any extended or restored term, and any confirmation patent, registration patent, or patent of addition. 1.6 "Research Field" shall mean any use in the field of scientific or commercial research, excepting any use that Involves treating humans in any way whatsoever for any condition or any use that involves diagnosis of, testing for, or detection of, a disease condition, or the predisposition or susceptibility thereto, or the clinical progress thereof. 1.7 "Valid Claim" means any claim(s) in an unexpired patent or pending in a patent application included within the Patent Rights which has not been held unenforceable, unpatentable, or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer. ARTICLE 2. GRANT. 2.1 Subject to all the terms and limitations of this Agreement, Licensor hereby grants to Licensee and its Affiliates a worldwide non-exclusive royalty-bearing license, without the right to sublicense, under the Patent Rights to make, market, distribute, and sell Licensed Products 3 and/or Monomer Licensed Products in the Research Field; provided, however, that Monomer Licensed Products shall be distributed or sold only to qualified licensees of Licensor under the Patent Rights. 2.2 Licensee covenants that it will not make, use, market, distribute, and sell Licensed Products outside the Research Field, nor shall Licensee or any of its Affiliates promote the use, marketing, distribution, or sale of Licensed Products outside the Research Field. 2.3 Licensee will promptly disclose and hereby grants back to Licensor a worldwide, royalty-free, sublicensable license of a scope that permits Licensor to fully exploit any improvement made in the manufacture, purification, or quality control of oligonucleotide N3'---> P5' phosphoramidates during the term of this Agreement; provided that such improvements would be covered by or within the scope of a Valid Claim of a patent or patent application licensed hereunder. For other improvements made in the manufacture, purification, or quality control of oligonucleotide N3'--->P5' phosphoramidates during the term of this Agreement that are not covered by or within the scope of a Valid Claim of a patent or patent application licensed hereunder, Licensee hereby grants Licensor an option to a worldwide royalty-bearing license, with right to Sublicense, to make, use, and sell such improvements under reasonable terms. ARTICLE 3. ROYALTIES. 3.1 In consideration of the rights and licenses herein granted to it, Licensee shall pay to Licensor a royalty of [*] percent ([*]%) on the Net Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its Affiliates, provided, however, that from and after the first anniversary of the Effective Date of the Agreement, Licensee shall pay to Licensor a royalty amount which is the greater of [*] Dollars ($[*]) and [*] percent ([*]%) of the Net Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its Affiliates. Royalties on Net Sales of Licensed Products are payable by Licensee until the last patent under Patent Rights, embodying a Valid Claim, expires. 4 3.2 Payments of royalties on Net Sales of Licensed Products (other than the minimum annual royalties whose payment schedule is set forth below) under this Article are to be made to Licensor within forty-five (45) days of the end of each December and June for sales invoiced in the six month period prior to the end of each of those months. Royalties shall be accompanied by a statement that shall include for each country in which sales of products occurred: the gross sales and Net Sales in each country's currency; the royalty rate; the related amounts payable in each country's currency; the applicable exchange rate to convert from each country's currency to U.S. dollars; and the amounts payable in U.S. dollars. Royalties shall first be calculated in the currency of the country in which sales took place and then directly converted to U.S. Dollars using the exchange rate as reported in the Wall Street Journal for the last business day of the calendar quarter of sales. All payments hereunder shall be made to Licensor in U.S. dollars by bank wire transfer in immediately available funds to such account designated by Licensor. The paying party shall provide notice at least five (5) business days prior to the wire transfer date of the amount of payment, the nature of the payment (with reference to the applicable section of the subject agreement) and the date of receipt of good funds. Such notice should be given to the Controller of Licensor at the address set forth at the beginning of this Agreement or such other address directed by Licensor. 3.3 Any payment under this Article not paid by the payment due date shall bear interest at the rate which is the lesser of ten percent (10%) per annum or the maximum rate permitted by applicable law, calculated on the number of days such payment is delinquent. 3.4 The payments under this Article shall be free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes (to the extent applicable). The paying party shall make any withholding payments due on behalf of Licensor and shall promptly provide Licensor with written documentation of any such payment sufficient to satisfy the reasonable requirements of an appropriate tax authority concerning an application by Licensor for a foreign tax credit for such payment or for similar treatment. The paying party agrees to take such reasonable and lawful steps as Licensor may request to minimize the amount of tax to which the payments to Licensor are subject. 5 ARTICLE 4. DUE DILIGENCE. 4.1 Licensee shall at its expense: (a) use its best efforts to promote the sale of the Licensed Products and Monomer Licensed Products and to satisfy market demand for them; (b) engage in advertising and sales promotion of Licensed Products and Monomer Licensed Products; and (c) maintain an active and suitably trained sales force to carry out such efforts. 4.2 Licensee's due diligence obligation shall be deemed satisfied hereunder by documented expenditures of at least [*] dollars ($[*]) on sales promotion and marketing of Licensed Products in the following amounts in the following periods:

Sale promotion & marketing expenses Period during which amount is expended - --------------------------------------------------------------------------------------- $ [*]. From Effective Date to 1st anniversary thereof $ [*]. From 1st anniversary to 2nd anniversary $ [*]. From 2nd anniversary to 3rd anniversary

ARTICLE 5. QUALITY ASSURANCE. 5.1 Licenses shall use its best efforts to make Licensed Products and Monomer Licensed Products of the highest quality for their intended use. Licensee shall make Licensed Products and Monomer Licensed Products with the minimal purity standards set forth in Exhibit B. ARTICLE 6. BOOKS AND RECORDS. 6.1 Licensee shall keep, for at least three (3) years, records of all sales of products in sufficient detail to permit Licensor to confirm the accuracy of Licensee's payment calculations. 6 Once a year, at the request and the expense of Licensor, upon at least five (5) days prior written notice, Licensee shall permit a nationally recognized, independent, certified public accountant, appointed by Licensor and acceptable to Licensee, access to these records during regular business hours solely to the extent necessary to verify such calculations, provided that such an accountant has entered into a confidentiality agreement with Licensee with terms substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to purposes germane to this section. Results of any such examination shall be made available to both parties to this Agreement. If such examination reveals an underpayment of amounts by five percent (5%) or more, Licensee shall pay all costs of such examination. In the event such accountant concludes that additional payments are owed, the additional payments shall be paid within thirty (30) days of the date Licensor delivers to Licensee the accountant's written report reflecting such conclusion. This section shall survive any termination of this Agreement for ten (10) years. ARTICLE 7. TERM AND TERMINATION. 7.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement shall be in force from the Effective Date and shall remain in effect for the life of the last-to-expire patent licensed under this Agreement, or until the last patent application licensed under this Agreement is abandoned. 7.2 Any termination of this Agreement will not affect the rights and obligations set forth in the following Articles: Article 3. Royalties Article 6. Books and Records Article 10. Indemnification Article 11. Confidentiality Article 12. Use of Names 7.3 If Licensee should violate or fail to perform any material term or covenant of this 7 Agreement, then Licensor may give written notice of such default ("Notice of Default") to Licensee. If Licensee should fail to repair such default within sixty (60) days after the date of such Notice of Default, Licensor shall have the right to terminate this Agreement and the licenses herein by a second written notice ("Notice of Termination") to Licensee. If a Notice of Termination is sent to Licensee, this Agreement shall automatically terminate on the date such notice takes effect. Such termination shall not relieve Licensee of its obligation to pay any royalty or license fees owing at the time of such termination and will not impair any accrued right of Licensor. Material terms under this Agreement include, but are not limited to, Article 2 (Grant), Article 3 (Royalties), Article 4 (Due Diligence), Article 5 (Quality Assurance), Article 6 (Books and Records), and Article 10 (Indemnification). 7.4 Licensee shall have the right at any time to terminate this Agreement by giving notice in writing to Licensor. Such Notice of Termination shall be effective sixty (60) days after the date thereof. 7.5 Any termination pursuant to the above paragraph shall not relieve Licensee of any obligation or liability accrued hereunder prior to such termination or rescind anything done by Licensee or any payments made to Licensor hereunder prior to the time such termination becomes effective, and such termination shall not affect in any manner rights of Licensor arising under this Agreement prior to such termination. ARTICLE 8. REPRESENTATIONS AND WARRANTIES. 8.1 Licensor warrants and represents to Licensee that it has the lawful right to grant the license under this Agreement and that the Licensor has made all filings and paid all fees and done all such other things as to maintain the Patent Rights in good standing. 8.2 This license and the associated inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR 8 WARRANTY THAT THE INVENTION OR LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR OTHER PROPERTY RIGHT. 8.3 Nothing in this Agreement shall be construed as: (a) a warranty or representation by Licensor as to the validity, enforceability, or scope of any of the Patent Rights hereunder, or elsewhere; (b) a warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 11; (d) conferring by implication, estoppel, or otherwise, any license or rights under any patents or patent applications of Licensor other than those of the Patent Rights as defined herein; or (e) an obligation to furnish to Licensee any know-how or other information relating to the Patent Rights. ARTICLE 9. LIMITATION OF LIABILITY. 9.1 In no event shall Licensor be liable for any incidental, special, or consequential damages resulting from exercise of the license granted herein or the use of any invention described in any of the Patent Rights or the use of any Licensed Products. ARTICLE 10. INDEMNIFICATION. 10.1 Licensee will indemnity hold harmless, and defend Licensor, its officers, employees, and agents against any and all claims, suits, losses, damage, costs, fees, and expenses resulting from or arising out of exercise of this license. This indemnification will include, but will not be limited to, any product liability. 10.2 Licensor will indemnity, hold harmless, and defend Licensee, its officers, employees, and agents against any and all claims, suits, losses, damage, costs, fees, and expenses resulting from or arising out of acts or omissions which are the sole responsibility of Licensor. This indemnification will include, but will not be limited to, any product liability. 9 ARTICLE 11. CONFIDENTIALITY. 11.1 Licensee and Licensor respectively will treat and maintain the proprietary business, patent prosecution, software, engineering drawings, process and technical information, and other proprietary information ("Proprietary Information") of the other party in confidence using at least the same degree of care as that party uses to protect its own proprietary information of a like nature for a period from the date of disclosure until five years after the date of termination of this Agreement. 11.2 All Proprietary Information will be labeled or marked confidential or as otherwise similarly appropriate by the disclosing party, or if the Proprietary Information is orally disclosed, it will be reduced to writing or some other physically tangible form, marked and labeled as set forth above by the disclosing party, and delivered to the receiving party within 30 days after the oral disclosure as a record of the disclosure and the confidential nature thereof Notwithstanding the foregoing, Licensee and Licensor may use and disclose Proprietary Information to its employees, agents, consultants, contractors, provided that any such parties are bound by a like duty of confidentiality. 11.3 Nothing contained herein will in any way restrict or impair the right of Licensee or Licensor to use, disclose, or otherwise deal with any Proprietary Information: 11.3a that recipient can demonstrate by written records was previously known to it; 11.3b that is now, or becomes in the future, public knowledge other than through acts or omissions by recipient. 11.3c that is lawfully obtained without restrictions by recipient from sources independent of the disclosing party; 10 11.3d that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency; or 11.3e that is furnished to a third party by the recipient with similar confidentiality restrictions imposed on such third party, as evidenced in writing. 11.4 Upon termination of this Agreement, Licensee and Licensor will destroy or return to the disclosing party proprietary information received from the other in its possession within 15 days following the effective date of termination. Licensee and Licensor will provide each other, within 30 days following termination, with a written notice that Proprietary Information has been returned or destroyed. Each party may, however, retain one copy of Proprietary Information for archival purposes in non-working files. ARTICLE 12. USE OF NAMES. 12.1 Neither party shall use the name or trademarks of the other party without the prior written consent of the other party. Notwithstanding the previous sentence, Licensee shall prominently display in catalogues, brochures, or other advertisements or materials describing Licensed Products, Licensor's name in association with such products in one of the following forms: "LYNX", "Lynx", "Lynx Therapeutics", or "Lynx Therapeutics, Inc." ARTICLE 13. NOTICES. 13.1 Any notice or payment required to be given to either party will be deemed to have been properly given and to be effective (a) on the date of delivery if delivered in person or (b) five days after mailing if mailed by first-class certified mail, postage paid, to the respective addresses given below, or to another address as it may designate by written notice given to the other party. 11 As to Licensor: Lynx Therapeutics, Inc. 3832 Bay Center Place Hayward, CA 94545 Attn: CEO As to Licensee: Cruachem, Inc. 34 Mount Pleasant Drive Aston, PA 19014 Attn: CEO ARTICLE 14. ASSIGNABILITY. 14.1 Neither this Agreement nor any rights or benefits hereunder shall be assignable or transferable by Licensee without the prior written consent of Licensor, except that Licensee may assign its rights and obligations under this Agreement as a part of the sale or transfer of its entire business. ARTICLE 15. GOVERNING LAWS. 15.1 This Agreement shall be considered to have been made in the United States, and shall be interpreted in accordance with the laws of the State of California. ARTICLE 16. MISCELLANEOUS. 16.1 Headings. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 12 16.2 Entire Agreement. This Agreement embodies the entire understanding of the parties and will supersede all previous communication, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed on behalf of each party. 16.3 Severability. In case any of the provisions contained in the Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions hereof, but this Agreement will be construed as if such invalid or illegal or unenforceable provisions had never been contained herein. 16.4 Waiver. It is agreed that no waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth will be deemed a waiver as to any subsequent and/or similar breach or default. 16.5 No Agency. Nothing herein shall be deemed to create an agency, joint venture, or partnership relationship between Licensee and Licensor. 13 16.7 Export Control Laws. Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. 16.8 Patent Marking. Licensee will mark all Licensed Products made, distributed, or sold under the terms of this Agreement, or their containers, in accordance with the applicable patents marking laws. Licensee shall prominently display in catalogues, brochures, or other advertisements or materials describing Licensed Products, a label license statement with the following, or comparable, restriction: Purchase of this product is accompanied by a license under U.S. patents 5,599,922; 5,591,607; 5,631,135; 5,726,297; 5,476,925; 5,646,260; their foreign counterparts, and other pending patents, owned or exclusively licensed by Lynx Therapeutics, Inc., to use this product for research only. Use in humans or use for diagnostic purposes is not authorized. In Witness Whereof, Licensee and Licensor have caused this Agreement to be duly executed by their duly authorized representatives as of the date first shown herein. LYNX THERAPEUTICS, INC. CRUACHEM, INC. By: ______________________________ By:_______________________________ Title:____________________________ Title:____________________________ [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 14 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT A. (TO CRUACHEM, INC. SUBLICENSE) PATENT RIGHTS.

Filing Date Issue Docket No. Subject Matter (m-d-y) Ser. No. Date Pat. No. [*]

15 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT B. (TO CRUACHEM, INC. SUBLICENSE) MINIMUM QUALITY ASSURANCE. 1. Oligonucleotide N3'->P5' phosphoramidates: Minimum purity of [*] percent ([*]%) as measured by ion exchange chromatograpy or capillary electrophoresis. 11. Monomers: Minimum purity of [*] percent ([*]%) as measured by reverse phase HPLC. 16 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT F JBL SCIENTIFIC, INC. SUBLICENSE LICENSE AGREEMENT This License Agreement ("Agreement") is effective as of _______________ ("Effective Date"), by and between JBL Scientific. Inc., a corporation, having its principal office at 277 Granada Drive, San Luis Obispo, California, USA. ("Licensee") and Lynx Therapeutics. Inc., a Delaware corporation having its principal office at 3832 Bay Center Place, Hayward California, USA ("Licensor"). RECITALS WHEREAS, Licensor owns and is an exclusive licensee of proprietary technology relating to oligonucleotide N3'--->P5' phosphoramidates, their manufacture, and their uses in a variety of fields ("Amidate Technology"); WHEREAS, Licensee has expertise in nucleic acid chemistry and is in the business of manufacturing. marketing, selling, and distributing nucleic acid compounds; and WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires to grant to Licensee in exchange for the consideration described below the right to use Licensor's Amidate Technology to manufacture, market, sell, and commercialize oligonucleotide N3'-->P5' phosphoramidates in the Research Field. NOW, THEREFORE, in view of the foregoing premises and in consideration of the mutual promises and covenants contained in the Agreement, Licensor and Licensee agree as follows: 1 ARTICLE 1. DEFINITIONS. 1.1 "Affiliate" means a corporation, partnership, entity, person, firm, company or joint venture that controls, is controlled by or is under the common control with the referenced Party. For the purposes of this definition the word "control" (including, with correlative meaning, the terms "controlled by" or "is under the common control with") means the power to direct or cause the direction of the management and policies of such entity, or the ownership of at least fifty percent (50%) of the voting stock of such entity. 1.2 "Licensed Product" shall mean any product(s) whose manufacture, use, or sale in any country would, but for this Agreement, comprise an infringement, including contributory infringement, of one or more Valid Claims. l.3 "Monomer Licensed Product" shall mean a Licensed Product which is a monomer used in the synthesis of an oligonucleotide N3'->P5' phosphoramidate. 1.4 "Net Sales" means the total amount invoiced or otherwise charged by Licensee or its Affiliates or its sublicensee on account of the final or end product sale of a Licensed Product to a non-Affiliate, less the following deductions to the extent actually incurred or allowed based upon the sale of such Licensed Product: (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such non-Affiliate for spoiled, damaged, out dated and returned Licensed Product; (b) freight and insurance costs for transporting such Licensed Product, to the extent invoiced to the purchaser, (c) sales, value-added and other direct taxes on the sale of the Licensed Product; (d) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Licensed Product; (e) trade, cash, and quantity discounts off of the invoiced price and similar promotional discounts (such as management fees required by hospital buying groups) off the invoiced price, all to the extent consistent with normal practice in the industry; 2 (f) amounts reflecting retroactive price adjustments on sale of Licensed Products, to the extent not previously deducted from Net Sales; and (g) rebates or chargebacks made on the sale of such Licensed Product, to the extent consistent with the normal practice in the industry, and provided that any and all of the foregoing are calculated in accordance with generally accepted accounting principles applicable to the locality where the invoices are prepared and consistently applied. 1.5 "Patent Rights" shall mean the patents and patent applications listed in Exhibit A; and with respect to U.S. patents and applications, all foreign equivalents thereof, and patents issuing on said foreign and U.S. patent applications. "Patent Rights" shall also include any divisional, continuation, reissue, reexamination or extension of the above-described patent applications and resulting patents, along with any extended or restored term, and any confirmation patent, registration patent, or patent of addition. 1.6 "Research Field" shall mean any use in the field of scientific or commercial research, excepting any use that involves treating humans in any way whatsoever for any condition or any use that involves diagnosis of, testing for, or detection of, a disease condition, or the predisposition or susceptibility thereto, or the clinical progress thereof 1.7 "Valid Claim" means any claim(s) in an unexpired patent or pending in a patent application included within the Patent Rights which has not been held unenforceable, unpatentable, or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer. ARTICLE 2. GRANT. 2.1 Subject to all the terms and limitations of this Agreement, Licensor hereby grants to Licensee and its Affiliates a worldwide non-exclusive royalty-bearing license, without the right to sublicense. Under the Patent Rights to make, market, distribute, and sell Licensed Products 3 and/or Monomer Licensed Products in the Research Field. 2.2 Licensee covenants that it will not make, use, market, distribute, and sell Licensed Products outside the Research Field, nor shall Licensee or any of its Affiliates promote the use, marketing, distribution, or sale of Licensed Products outside the Research Field. 2.3 Licensee will promptly disclose and hereby grants back to Licensor a worldwide, royalty-free sublicensable license of a scope that permits Licensor to fully exploit any improvement made in the manufacture, purification, or quality control of oligonucleotide N3'->P5' phosphoramidates during the term of this Agreement; provided that such improvements would be covered by or within the scope of a Valid Claim of a patent or patent application licensed hereunder. For other improvements made in the manufacture, purification, or quality control of oligonucleotide N3'->P5' phosphoramidates during the term of this Agreement that are not covered by or within the scope of a Valid Claim of a patent or patent application licensed hereunder, Licensee hereby grants Licensor an option to a worldwide royalty-bearing license, with right to sublicense, to make, use, and sell such improvements under reasonable terms. ARTICLE 3. ROYALTIES. 3.1 In consideration of the rights and licenses herein granted to it, Licensee shall pay to Licensor a royalty of [*] percent ([*]%) on the Net Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its Affiliates; provided, however, that from and after the first anniversary of the Effective Date of the Agreement, Licensee shall pay to Licensor a royalty amount which is the greater of [*] dollars ($[*]) and [*] percent ([*]%) of the Net Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its Affiliates. Royalties on Net Sales of Licensed Products are payable by Licensee until the last patent under Patent Rights, embodying a Valid Claim, expires. 3.2 Payments of royalties on Net Sales of Licensed Products (other than the minimum 4 annual royalties whose payment schedule is set forth below) under this Article are to be made to Licensor within forty-five (45) days of the end of each December and June for sales invoiced in the six month period prior to the end of each of those months. Royalties shall be accompanied by a statement that shall include for each country in which sales of products occurred: the gross sales and Net Sales in each country's currency; the royalty rate; the related amounts payable in each country's currency; the applicable exchange rate to convert from each country's currency to U.S. dollars; and the amounts payable in U.S. dollars. Royalties shall first be calculated in the currency of the country in which sales took place and then directly converted to U.S. Dollars using the exchange rate as reported in the Wall Street Journal for the last business day of the calendar quarter of sales. All payments hereunder shall be made to Licensor in U.S. dollars by bank wire transfer in immediately available funds to such account designated by Licensor. The paying party shall provide notice at least five (5) business days prior to the wire transfer date of the amount of payment, the nature of the payment (with reference to the applicable section of the subject agreement) and the date of receipt of good funds. Such notice should be given to the Controller of Licensor at the address set forth at the beginning of this Agreement or such other address directed by Licensor. 3.3 Any payment under this Article not paid by the payment due date shall bear interest at the rate which is the lesser of ten percent (10%) per annum or the maximum rate permitted by applicable law calculated on the number of days such payment is delinquent. 3.4 The payments under this Article shall be free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes (to the extent applicable). The paying party shall make any withholding payments due on behalf of Licensor and shall promptly provide Licensor with written documentation of any such payment sufficient to satisfy the reasonable requirements of an appropriate tax authority concerning an application by Licensor for a foreign tax credit for such payment or for similar treatment. The paying party agrees to take such reasonable and lawful steps as Licensor may request to minimize the amount of tax to which the payments to Licensor are subject. 5 ARTICLE 4. DUE DILIGENCE. 4.1 Licensee shall at its expense: (a) use its best efforts to promote the sale of the Licensed Products and Monomer Licensed Products and to satisfy market demand for them; (b) engage in advertising and sales promotion of Licensed Products and Monomer Licensed Products; and (c) maintain an active and suitably trained sales force to carry out such efforts. 4.2 Licensee's due diligence obligation shall be deemed satisfied hereunder by documented expenditures of at least [*] dollars ($[*]) on sales promotion and marketing of Licensed Products in the following amounts in the following periods:

Sale promotion & marketing expenses Period during which amount is expended - -------------------------------------------------------------------------------------- $ [*]. From Effective Date to 1st anniversary thereof $ [*]. From 1st anniversary to 2nd anniversary $ [*]. From 2nd anniversary to 3rd anniversary

ARTICLE 5. QUALITY ASSURANCE. 5.1 Licensee shall use its best efforts to make Licensed Products and Monomer Licensed Products of the highest quality for their intended use. Licensee shall make Licensed Products and Monomer Licensed Products with the minimal purity standards set forth in Exhibit B. ARTICLE 6. BOOKS AND RECORDS. 6.1 Licensee shall keep, for at least three (3) years, records of all sales of products in sufficient detail to permit Licensor to confirm the accuracy of Licensee's payment calculations. Once a year at the request and the expense of Licensor, upon at least five (5) days prior written notice, Licensee shall permit a nationally recognized, independent, certified public accountant, appointed by Licensor and acceptable to Licensee, access to these records during regular 6 business hours solely to the extent necessary to verify such calculations, provided that such an accountant has entered into a confidentiality agreement with Licensee with terms substantially similar to the confidentiality provisions of this Agreement, limiting the use and disclosure of such information to purposes germane to this section. Results of any such examination shall be made available to both parties to this Agreement. If such examination reveals an underpayment of amounts by five percent (5%) or more, Licensee shall pay all costs of such examination. In the event such accountant concludes that additional payments are owed, the additional payments shall be paid within thirty (30) days of the date Licensor delivers to Licensee the accountant's written report reflecting such conclusion. This section shall survive any termination of this Agreement for ten (10) years. ARTICLE 7. TERM AND TERMINATION. 7.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement shall be in force from the Effective Date and shall remain in effect for the life of the last-to-expire patent licensed under this Agreement, or until the last patent application licensed under this Agreement is abandoned. 7.2 Any termination of this Agreement will not affect the rights and obligations set forth in the following Articles: Article 3. Royalties Article 6. Books and Records Article 10. Indemnification Article 11. Confidentiality Article 12. Use of Names 7.3 If Licensee should violate or fall to perform any material term or covenant of this Agreement, then Licensor may give written notice of such default ("Notice of Default") to Licensee. If Licensee should fail to repair such default within sixty (60) days after the date of 7 such Notice of Default, Licensor shall have the right to terminate this Agreement and the licenses herein by a second written notice ("Notice of Termination") to Licensee. If a Notice of Termination is sent to Licensee, this Agreement shall automatically terminate on the date such notice takes effect. Such termination shall not relieve Licensee of its obligation to pay any royalty or license fees owing at the time of such termination and will not impair any accrued right of Licensor. Material terms under this Agreement include, but are not limited to, Article 2 (Grant), Article 3 (Royalties), Article 4 (Due Diligence), Article 5 (Quality Assurance), Article 6 (Books and Records), and Article 10 (Indemnification). 7.4 Licensee shall have the right at any time to terminate this Agreement by giving notice in writing to Licensor. Such Notice of Termination shall be effective sixty (60) days after the date thereof 7.5 Any termination pursuant to the above paragraph shall not relieve Licensee of any obligation or liability accrued hereunder prior to such termination or rescind anything done by Licensee or any payments made to Licensor hereunder prior to the time such termination becomes effective, and such termination shall not affect in any manner rights of Licensor arising under this Agreement prior to such termination. ARTICLE 8. REPRESENTATIONS AND WARRANTIES. 8.1 Licensor warrants and represents to Licensee that it has the lawful right to grant the license under this Agreement and that the Licensor has made all filings and paid all fees and done all such other things as to maintain the Patent Rights in good standing. 8.2 This license and the associated inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION OR LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR OTHER PROPERTY RIGHT. 8 8.3 Nothing in this Agreement shall be construed as: (a) a warranty or representation by Licensor as to the validity, enforceability, or scope of any of the Patent Rights hereunder, or elsewhere; (b) a warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties: (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 11; (d) conferring by implication, estoppel, or otherwise, any license or rights under any patents or patent applications of Licensor other than those of the Patent Rights as defined herein; or (e) an obligation to furnish to Licensee any know-how or other information relating to the Patent Rights. ARTICLE 9. LIMITATION OF LIABILITY. 9.1 In no event shall Licensor be liable for any incidental, special, or consequential damages resulting from exercise of the license granted herein or the use of any invention described in any of the Patent Rights or the use of any Licensed Products. ARTICLE 10. INDEMNIFICATION. 10.1 Licensee will indemnify, hold harmless, and defend Licensor, its officers, employees, and agents against any and all claims, suits, losses, damage, costs, fees, and expenses resulting from or arising out of exercise of this license. This indemnification will include, but will not be limited to, any product liability. ARTICLE 11. CONFIDENTIALITY. 11.1 Licensee and Licensor respectively will treat and maintain the proprietary business, patent prosecution, software, engineering drawings, process and technical information, and other proprietary information ("Proprietary Information") of the other party in confidence using at least the same degree of care as that party uses to protect its own proprietary information of a like 9 nature for a period from the date of disclosure until five years after the date of termination of this Agreement. 11.2 All Proprietary Information will be labeled or marked confidential or as otherwise similarly appropriate by the disclosing party, or if the Proprietary Information is orally disclosed, it will be reduced to writing or some other physically tangible form, marked and labeled as set forth above by the disclosing party, and delivered to the receiving party within 30 days after the oral disclosure as a record of the disclosure and the confidential nature thereof. Notwithstanding the foregoing, Licensee and Licensor may use and disclose Proprietary Information to its employees, agents, consultants, contractors, provided that any such parties are bound by a like duty of confidentiality. 11.3 Nothing contained herein will in any way restrict or impair the right of Licensee or Licensor to use, disclose. or otherwise deal with any Proprietary Information: 11.3a that recipient can demonstrate by written records was previously known to it; 11.3b that is now, or becomes in the future, public knowledge other than through acts or omissions by recipient. 113c that is lawfully obtained without restrictions by recipient from sources independent of the disclosing party; 11.3d that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency; or 11.3e that is furnished to a third party by the recipient with similar confidentiality restrictions imposed on such third party, as evidenced in writing. 10 11.4 Upon termination of this Agreement, Licensee and Licensor will destroy or return to the disclosing party proprietary information received from the other in its possession within 15 days following the effective date of termination. Licensee and Licensor will provide each other, within 30 days following termination, with a written notice that Proprietary Information has been returned or destroyed. Each party may, however, retain one copy of Proprietary Information for archival purposes in non-working files. ARTICLE 12. USE OF NAMES. 12.1 Neither party shall use the name or trademarks of the other party without the prior written consent of the other party. Notwithstanding the previous sentence, Licensee shall prominently display in catalogues, brochures, or other advertisements or materials describing Licensed Products, Licensor's name in association with such products in one of the following forms: "LYNX", "Lynx", "Lynx Therapeutics", or "Lynx Therapeutics, Inc." ARTICLE 13. NOTICES. 13.1 Any notice or payment required to be given to either party will be deemed to have been properly given and to be effective (a) on the date of delivery if delivered in person or (b) five days after mailing if mailed by first-class certified mail, postage paid, to the respective addresses given below, or to another address as it may designate by written notice given to the other party. As to Licensor: Lynx Therapeutics, Inc. 3832 Bay Center Place Hayward, CA 94545 Attn: CEO As to Licensee: JBL Scientific, Inc. 11 277 Granada Drive San Luis Obispo, CA 93401 Attn: President ARTICLE 14. ASSIGNABILITY. 14.1 Neither this Agreement nor any rights or benefits hereunder shall be assignable or transferable by Licensee without the prior written consent of Licensor, except that Licensee may assign its rights and obligations under this Agreement as a part of the sale or transfer of its entire business. ARTICLE 15. GOVERNING LAWS. 15.1 This Agreement shall be considered to have been made in the United States and shall be interpreted in accordance with the laws of the State of California. 12 ARTICLE 16. MISCELLANEOUS. 16.1 Headings. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 16.2 Entire Agreement. This Agreement embodies the entire understanding of the parties and will supersede all previous communication, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed on behalf of each party. 16.3 Severability. In case any of the provisions contained in the Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions hereof, but this Agreement will be construed as if such invalid or illegal or unenforceable provisions had never been contained herein. 16.4 Waiver. It is agreed that no waiver by either party hereto of an breach or default of any of the covenants or agreements herein set forth will be deemed a waiver as to any subsequent and/or similar breach or default. 16.5 No Agency. Nothing herein shall be deemed to create an agency, joint venture, or partnership relationship between Licensee and Licensor. 16.7 Export Control Laws. Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. 16.8 Patent Marking. Licensee will mark all Licensed Products made, distributed, or sold 13 under the terms of this Agreement, or their containers, in accordance with the applicable patents marking laws. Licensee shall prominently display in catalogues, brochures, or other advertisements or materials describing Licensed Products, a label license statement with the following, or comparable, restriction: Purchase of this product is accompanied by a license under U.S. patents 5,599,922; 5,837,835; 5,591,607; 5,631,135; 5,726,297; 5,684,143; 5,824,793; 5,859,233; 5,476.925; 5,646,260; 5,648,480; their foreign counterparts, and other pending patents, owned or exclusively licensed by Lynx Therapeutics, Inc., to use this product for research only. Use in humans or use for diagnostic purposes is not authorized. 14 In Witness Whereof, Licensee and Licensor have caused this Agreement to be duly executed by their duly authorized representatives as of the date first shown herein. LYNX THERAPEUTICS, INC. JBL SCIENTIFIC, INC. By:_________________________________ By:_________________________________ Title:______________________________ Title:______________________________ [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 15 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT A. (TO JBL SCIENTIFIC, INC. SUBLICENSE) PATENT RIGHTS.

Filing Date Issue Docket No. Subject Matter (m-d-y) Ser. No. Date Pat. No. [*]

16 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT B. (TO JBL SCIENTIFIC, INC. SUBLICENSE) MINIMUM QUALITY ASSURANCE. I. Oligonucleotide N3'-->P5' phosphoramidates: Minimum purity of [*] percent ([*]%) as measured by ion exchange chromatograpy or capillary electrophoresis. II. Monomers Minimum purity of [*] percent ([*]%) as measured by reverse phase HPLC. 17 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT G TERMS FOR EXCLUSIVE SUBLICENSE UNDER NORTHWESTERN LICENSE Definitions: Same as in Northwestern License License Grant: Exclusive worldwide sublicense of all Lynx's rights under the Northwestern License, subject to the terms and conditions of the Northwestern License License Fee: None Royalties: As provided in Section 4.1 of the Northwestern License, payable directly to Northwestern Patent Costs: Reimbursement to Northwestern as provided in Section 4.10 of the Northwestern License Minimum Royalty: As provided in Section 6.2 of the Northwestern License, payable directly to Northwestern Term: Equal to the term of the Northwestern License Termination: Lynx will not terminate the Northwestern License without the express prior written consent of Geron Indemnity: Indemnification of Northwestern as provided in Sections 12.1 and 12.2 of the Northwestern License Existing Sublicenses: Geron's rights will be subject to the existing Sublicenses, and Geron will be entitled to all royalties and other sublicensor rights (and responsible for all sublicensor obligations) under such Sublicenses, including without limitation the obligation to pay Northwestern its share, if any, of royalties from such Sublicenses. Other Terms: As negotiated by the parties, [*] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT H STOCK PURCHASE AGREEMENT Exhibit H is herein incorporated by reference to Exhibit 10.27 of this same Form 8-K. 1 EX-10.27 4 f79954ex10-27.txt EXHIBIT 10.27 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 10.27 EXHIBIT H STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of March 5, 2002, by and between Geron Corporation, a Delaware corporation having its principal place of business at 230 Constitution Drive, Menlo Park, California 94025 (the "COMPANY"), and Lynx Therapeutics, Inc., a Delaware corporation having its principal place of business at 25861 Industrial Boulevard, Hayward, CA 94545 (the "ACQUIRER"). A. The Company has agreed to issue 210,000 shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK") to Acquirer pursuant to that certain Purchase Agreement between the Company and Acquirer dated as of March 5, 2002 (the "PURCHASE AGREEMENT"). B. The Acquirer and the Company desire to specify the terms and conditions of the Company's issuance of such common stock. THE PARTIES AGREE AS FOLLOWS: 1. ISSUANCE OF SHARES; PURCHASE PRICE. The Acquirer hereby acquires and the Company hereby issues to Acquirer 210,000 shares (the "SHARES") of Common Stock in consideration of the license granted pursuant to that certain License Agreement between the Company and the Acquirer dated as of March 5, 2002. 2. CLOSING; DELIVERY. The consummation of the transaction contemplated by this Agreement (the "CLOSING") shall be held on the date hereof ("CLOSING DATE"). The Closing shall be held at the offices of the Company or at such other time or place as Acquirer and the Company may mutually agree. At the Closing, the Company shall deliver to the Acquirer a stock certificate, in the name of the Acquirer, representing the Shares against delivery of the Patent Assignment (as defined in the Purchase Agreement). 3. CLOSING CONDITIONS. 3.1 The Company's respective obligations to issue and deliver the stock certificate representing the Shares to the Acquirer shall be subject to the following condition, which may be waived by the Company: 3.1.1 the execution of the Purchase Agreement; and 3.1.2 the accuracy of the representations and warranties made by the Acquirer shall be true and correct in all material respects as of the Closing Date. 3.2 The Acquirer's obligation to accept delivery of the stock certificate representing the Shares shall be subject to the following conditions, any one or more of which may be waived the Acquirer: 3.2.1 the execution of the Purchase Agreement; 3.2.2 the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; 3.2.3 the Company shall have available under its Certificate of Incorporation sufficient authorized shares of capital stock to issue and sell the Shares to Acquirer; and 3.2.4 the accuracy of the representations and warranties made by the Company shall be true and correct in all material respects as of the Closing Date. 4. RESTRICTIONS ON RESALE OF SHARES. 4.1 Legends. The Acquirer understands and acknowledges that the Shares are not registered under the Securities Act of 1933 (the "Act") and that under the Act and other applicable laws the Acquirer may be required to hold such Shares for an indefinite period of time. Each stock certificate representing Shares shall bear the following legends: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT, DATED MARCH 5, 2002. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY." 5. REGISTRATION RIGHTS 5.1 The Company agrees to prepare and file with the Securities and Exchange Commission ("Commission"), on or before March 8, 2002, a registration statement under the Act (the "Registration Statement"), on Form S-3 or other appropriate form, so as to permit a non-underwritten public offering and resale of the Shares under the Act by the Acquirer. The Company agrees to diligently pursue making that registration statement effective as soon as practicable following the execution of this Agreement. The Company will notify the Acquirer of the effectiveness of the Registration Statement within one business day of receiving notice from the Commission. 5.2 The Company will prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement or post-effective amendment filed under this Section 5 effective under the Act until the earlier of (i) the date that none of the Shares covered by such Registration Statement are outstanding, (ii) the date that all of the Shares have been sold pursuant to such Registration Statement, (iii) the date the Acquirer receives an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer, that the Shares may be sold under the provisions of Rule 144 without limitation as to volume, (iv) the date that all Shares have been otherwise transferred to persons who may trade such shares without restriction under the Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) the date all Shares may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) or any similar provision then in effect under the Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Acquirer (the "Effectiveness Period"). 5.3 The Company shall furnish to the Acquirer with respect to the Shares registered under the Registration Statement such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Act and such other documents as the Acquirer may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Acquirer, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Acquirer shall be subject to the receipt by the Company of reasonable assurances from the Acquirer that the Acquirer will comply with the applicable provisions of the Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses. 5.4 All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement and any post-effective amendments thereto under this Section 5 and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Acquirer shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Shares being registered and the fees and expenses of their counsel. The Company at its expense will supply the Acquirer with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Acquirer. 5.5 The Company will advise the Acquirer, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose, that the Company will use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. 5.6 With a view to making available to the Acquirer the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Acquirer to sell the Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Shares shall have been resold; and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Act and under the Exchange Act of 1934, as amended. 5.7 The Acquirer will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Acquirer and proposed manner of sale of the Shares required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares and entering into and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate the Acquirer to consent to be named as an underwriter in any Registration Statement. 5.8 If the Registration Statement has not been declared effective by the Commission on or before [*] (the "Option Date"), then the Acquirer shall have the option to return for cancellation (the "Cancellation Option") all of the Shares to the Company. As consideration for the return of the Shares to the Company for cancellation, the Company shall pay to Acquirer an amount equal to [*] Dollars ($[*]), payable in immediately available funds. The Acquirer shall not be required to make any representations or warranties with respect to the Shares, except with respect to its ownership of the Shares. At anytime following the Option Date, the Acquirer may exercise the Cancellation Option by delivering written notice to the Company that states that it has elected to exercise the Cancellation Option (the "Cancellation Option Exercise Notice"). If the Cancellation Option Notice is not received by the Company within thirty (30) days following the Option Date, then the Cancellation Option shall expire and be of no further force or effect. This Cancellation Option shall not be enforceable by any transferee of the Shares held by the Acquirer. 6. INDEMNIFICATION. For the purpose of this Section 6: the term "Registration Statement" shall include any final prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 5.1; and the term "untrue statement" shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6.1 The Company agrees to indemnify and hold harmless the Acquirer from and against any losses, claims, damages or liabilities to which the Acquirer may become subject (under the Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material fact contained in the Registration Statement, (ii) any omission of a material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading or (iii) any failure by the Company to fulfill any undertaking included in the Registration Statement, and the Company will reimburse the Acquirer for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Acquirer specifically for use in preparation of the Registration Statement or the failure of the Acquirer to comply with its covenants and agreements contained in Sections 8.1 or 8.5.2 hereof or any misstatement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to the Acquirer prior to the pertinent sale or sales by the Acquirer. 6.2 The Acquirer agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure to comply with the covenants and agreements contained in Sections 8.1 or 8.5.2 hereof or (ii) any untrue statement of a material fact contained in the Registration Statement or any omission of a material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Acquirer specifically for use in preparation of the Registration Statement, and the Acquirer will reimburse the Company (or such officer, director or controlling person), as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Acquirer shall not be liable in any such case for (A) any untrue statement or omission in the Registration Statement, prospectus, or other such document which statement is corrected by the Acquirer and delivered to the Company prior to the sale from which such loss occurred, (B) any untrue statement or omission in any prospectus which is corrected by the Acquirer in any subsequent prospectus, or supplement or amendment thereto, and delivered to the Company prior to the sale or sales from which a loss or liability arose, or (C) any failure by the Company to fulfill any of its obligations under Section 6.1 hereof. 6.3 Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 6, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 6 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 6. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the reasonable opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. 7. REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE COMPANY. The Company hereby represents, warrants and covenants to the Acquirer as follows: 7.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. 7.2 Authorization. All corporate action on the part of Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Company hereunder and the authorization, issuance and delivery of the Shares has been taken or will be taken prior to the Closing, and this Agreement, when executed and delivered will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 7.3 Valid Issuance of Common Stock. The Shares that are being purchased by Acquirer hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws. 7.4 Legal Proceedings and Orders. There is no action, suit, proceeding or investigation pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby, nor is the Company aware of any basis for any of the forgoing. The Company is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of the Company to enter into this Agreement or to consummate the transactions contemplated hereby. 8. REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE ACQUIRER. The Acquirer hereby represents, warrants, acknowledges and agrees that: 8.1 Investment. The Acquirer is acquiring the Shares for the Acquirer's own account, and not directly or indirectly for the account of any other person. The Acquirer is acquiring the Shares for investment and not with a view to distribution or resale thereof except in compliance with the Act and any applicable state law regulating securities. 8.2 Access to Information. Acquirer has consulted with its own attorney, accountant, or investment advisor as the Acquirer has deemed advisable with respect to the investment and has determined its suitability for Acquirer. The Acquirer has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Acquirer has had access to such financial and other information as is necessary in order for the Acquirer to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Acquirer has had access. Acquirer acknowledges that neither the Company nor any of its officers, directors, employees, agents, representatives, or advisors have made any representation or warranty. 8.3 Business and Financial Expertise. The Acquirer further represents and warrants that it has such business or financial expertise as to be able to evaluate its investment in the Company and purchase of the Shares. 8.4 Speculative Investment. The Acquirer acknowledges that the investment in the Company represented by the Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part; the amount of such investment is within the Acquirer's risk capital means and is not so great in relation to the Acquirer's total financial resources as would jeopardize the personal financial needs of the Acquirer in the event such investment were lost in whole or in part. 8.5 Unregistered Securities. Acquirer acknowledges that: 8.5.1 The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 5 above. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company's common stock, (ii) the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 8.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act, except as provided in Section 5 above. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 8.5.3 The Acquirer hereby certifies that it is an "accredited investor" as that term is defined in Rule 501 under the Act. 9. TAX ADVICE. The Acquirer acknowledges that the Acquirer has not relied and will not rely upon the Company or the Company's counsel with respect to any tax consequences related to the ownership, purchase, or disposition of the shares. The Acquirer assumes full responsibility for all such consequences and for the preparation and filing of all tax returns and elections which may or must be filed in connection with such shares. 10. NOTICES. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or five days, not including Saturdays, Sundays, or national holidays, after mailing if mailed by first class United States mail, certified or registered with return receipt requested, postage prepaid, and addressed as follows: To the Company at: Geron Corporation 230 Constitution Drive Menlo Park, California 94025 Attention: Chief Financial Officer Telephone: (650) 473-7700 Facsimile: (650) 473-7750 To the Acquirer at: Lynx Therapeutics, Inc. 25861 Industrial Boulevard Hayward, CA 94545 Attention: Chief Financial Officer Telephone: (510) 670-9300 Facsimile: (510) 670-9303 11. BINDING EFFECT. This Agreement shall be binding upon the heirs, legal representatives and successors of the Company and of the Acquirer; provided, however, that the Acquirer may not assign any rights or obligations under this Agreement. The Company's rights under this Agreement shall be freely assignable. 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties pertaining to the Shares and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. IN WITNESS WHEREOF, the parties hereto have executed this Common Stock Purchase Agreement as of the date first above written. GERON CORPORATION /s/ David L. Greenwood -------------------------------------------- By: David L. Greenwood Title: Chief Financial Officer and Senior Vice President, Corporate Development LYNX THERAPEUTICS, INC. /s/ Norman J. W. Russell -------------------------------------------- By: Norman J. W. Russell Title: President and Chief Executive Officer [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EX-99.1 5 f79954ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 LYNX SELLS AMIDATE OLIGONUCLEOTIDE PATENT ESTATE TO GERON Hayward, CA March 6, 2002 Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today that it has sold its intellectual property rights under the N3'-P5' phosphoramidate patent estate to Geron Corporation. Lynx will receive approximately $2.5 million in a combination of cash and stock from Geron for the direct sale of the Lynx patent estate. The agreement with Geron covers the sale of a family of important patents covering process and compositional matter claims related to oligonucleotides containing phosphoramidate backbone linkages. N3'-P5' phosphoramidate oligonucleotides are an important class of compounds being investigated for their use as therapeutic and diagnostic agents, as well as in other commercial applications. N3'-P5' phosphoramidate oligonucleotides have potential in a broad range of applications, including antisense and antigene therapeutic drug discovery and target validation. "Lynx is focused on expanding the commercial applications of its genomics and proteomics technologies," said Norrie Russell, Ph.D., President and Chief Executive Officer of Lynx. "We believe that this was an excellent opportunity to realize value from the amidate patent portfolio developed earlier in our history." Lynx is a leader in the development and application of novel technologies for the discovery of gene expression patterns and genomic variations important to the pharmaceutical, biotechnology and agricultural industries. These technologies are based on the Megaclone(TM) technology, Lynx's unique and proprietary cloning procedure, which transforms a sample containing millions of DNA molecules into one made up of millions of micro-beads, each of which carries approximately 100,000 copies of one of the DNA molecules in the sample. Megaclone(TM) technology is the foundation for Lynx's analytical applications, including: Massively Parallel Signature Sequencing, or MPSS(TM), technology, which provides gene sequence information and high-resolution gene expression data; Megasort(TM) technology, which provides differentially expressed gene sets; and Megatype(TM) technology, which provides single nucleotide polymorphism, or SNP, disease- or trait-association information. Lynx is also developing a proteomics technology, Protein ProFiler(TM), which is expected to provide high-resolution analysis of complex mixtures of proteins from cells or tissues. For more information, visit Lynx's web site at www.lynxgen.com. This press release contains "forward-looking" statements, including statements related to the expansion of the Company's commercial applications of its technologies. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "predicts," "expects," "estimates," "intends," "will," "continue," "may," "potential," "should," "confident" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Lynx to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed from time to time in the Company's SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2000 and its most recent Quarterly Report on Form 10-Q. Lynx does not undertake any obligation to update forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.26

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                                                   EXHIBIT 10.26


                               PURCHASE AGREEMENT

        This PURCHASE AGREEMENT (the "Agreement") is made as of March 5, 2002
(the "Effective Date"), by and between Geron Corporation, a Delaware corporation
("Buyer") and Lynx Therapeutics, Inc., a Delaware corporation ("Seller").

                                    RECITALS

        A.     Seller owns certain proprietary technology relating to
oligonucleotide N3'->P5' phosphoramidates, their manufacture, and their uses in
a variety of fields ("Amidate Technology").

        B.     Buyer desires to acquire from Seller, and Seller desires to
transfer to Buyer on the terms and conditions set forth herein, Seller's right,
title and interest to certain patents and patent applications owned by Seller
and incorporating the Amidate Technology.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants, representations, warranties, conditions, and agreement
hereinafter expressed, the parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        1.1    "Affiliate" means any person, corporation, partnership, limited
liability company, limited liability partnership, joint venture, association,
company, or other legal entity that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
referenced party. In this definition, "control" means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a party, whether through ownership of securities, by contract, or
otherwise.

        1.2    "Amidate Product" means any product which contains, incorporates,
is based upon, is derived in whole or in part from, or is made with the use of,
any one or more of the Lynx Patents.

        1.3    "Lynx Patents" means the patents and patent applications listed
on Exhibit B hereto; and with respect to U.S. patents and applications; any
division, continuation, continuation-in-part, substitute, renewal, reissue,
extension, confirmation, reexamination, registration, patent term extension or
supplemental protection certificate thereof; all foreign equivalents of any of
the foregoing patents and applications; and all patents issuing on any of the
foregoing applications.

        1.4    "Northwestern Patents" means the patents and patent applications
listed on Exhibit C hereto; and with respect to U.S. patents and applications;
any division, continuation, continuation-in-part, substitute, renewal, reissue,
extension, confirmation, reexamination,


                                       1


registration, patent term extension or supplemental protection certificate
thereof; all foreign equivalents of any of the foregoing patents and
applications; and all patents issuing on any of the foregoing applications.

        1.5    "Northwestern License" means the license agreement dated October
27, 1993 between the Seller and Northwestern University ("Northwestern"), which
is attached hereto as Exhibit D, pursuant to which Northwestern licensed to the
Seller certain rights to the Northwestern Patents.

        1.6    "Patent Assignment" means the form of instrument attached hereto
as Exhibit A.

        1.7    "Sublicenses" means, collectively, (i) the license agreement
dated as of June 15, 1998 between the Seller and Cruachem, Inc., which is
attached hereto as Exhibit E, and (ii) the license agreement dated as of January
29, 1999 between the Seller and JBL Scientific, Inc., which is attached hereto
as Exhibit F, pursuant to each of which Seller has sublicensed certain rights
under the Lynx Patents and the Northwestern Patents.

                                   ARTICLE II
                                PURCHASE AND SALE

        2.1    Lynx Patents. Seller hereby sells, assigns, conveys, and
transfers to Buyer, all right, title and interest of the Seller in and to the
Lynx Patents. For the avoidance of doubt, the agreement to assign, convey and
transfer in the preceding sentence (i) is subject to the rights granted to the
sublicensees under the Sublicenses, and (ii) does not include any assignment,
conveyance, transfer of, or any other interest in, any rights in or to the
Northwestern Patents.

        2.2    Northwestern Patents and License. Seller hereby, assigns,
conveys, and transfers to Buyer, all right, title and interest of the Seller in
and to the Northwestern Patents and the Northwestern License. For the avoidance
of doubt, the agreement to assign, convey and transfer in the preceding sentence
(i) is subject to the terms and conditions of the Northwestern License,
including Section 9.1 of the Northwestern License; (ii) is subject to the rights
granted to the sublicensees under the Sublicenses, and (iii) does not include
any assignment, conveyance, transfer of, or any other interest in, any rights in
or to the Lynx Patents. Seller will promptly seek and diligently pursue
Northwestern's unconditional consent to this assignment, will keep Buyer
regularly informed of its progress in obtaining such consent, and will use its
best efforts to obtain such consent by no later than [*]. If Northwestern does
not consent unconditionally to the assignment by [*], Buyer may, at any time
thereafter by written notice to Seller, obtain from Seller, in lieu of the
assignment of the Northwestern Patents and the Northwestern License, an
exclusive sublicense under the Northwestern License, subject to its terms and
conditions and subject to the Sublicenses, on the terms and conditions specified
in Exhibit G attached hereto. The parties acknowledge that Seller has not been
able to provide Buyer with all relevant documents with respect to the
Northwestern Patents, and as a result Buyer has not been able to perform
complete due diligence with respect to the Northwestern Patents. Within [*] days
of the Effective Date, Seller will provide to Buyer complete file histories of
the Northwestern Patents, and Buyer will have [*] days thereafter to perform
such due diligence. If Buyer concludes as a result of such due diligence that
the value of the Northwestern Patents is substantially different than Buyer
believed, Buyer will so notify Seller within [*] days after Seller provides such
complete file histories, and Seller and Buyer will negotiate in good faith
concerning an appropriate adjustment of the terms of this Agreement, provided
that the purchase price


                                       2


payable under Section 2.5 will not be changed.

        2.3    Sublicenses. Seller hereby, assigns, conveys, and transfers to
Buyer, all right title and interest of the Seller in and to the Sublicenses,
subject to their terms.

        2.4    Deliveries of Seller. Simultaneously with execution of this
Agreement, Seller shall execute and deliver the Patent Assignment to Buyer.
Within five (5) days after the Effective Date, Seller will deliver to Buyer
originals or complete and accurate copies of all documents in Seller's
possession, custody, or control relating to the Lynx Patents or the Northwestern
Patents. If Seller has documents that, in Seller's reasonable judgment, would be
necessary or useful in defending any of the Lynx Patents or the Northwestern
Patents against claims of invalidity, Seller will deliver such documents to
Buyer at Buyer's request, and will not after the date of this Agreement destroy
any such documents without offering Buyer the opportunity to take possession of
such documents for Buyer's potential future use.

        2.5    Purchase Price.

               In consideration of the sale and assignment of Seller's right,
title and interest in the Lynx Patents, the Northwestern Patents, and the
Northwestern License or exclusive sublicense thereunder as provided in paragraph
2.2, Buyer will pay Seller a total purchase price of Two Million Five Hundred
Thousand dollars ($2,500,000), payable as follows:

               One Million Dollars ($1,000,000) in cash payable in immediately
               available funds within one (1) business day after the Effective
               Date.

               Two Hundred Ten Thousand (210,000) shares of Buyer's Common
               Stock,), delivered simultaneously with the execution of, and
               subject to the terms of, the Stock Purchase Agreement attached as
               Exhibit H.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

        3.1    Representations of Seller. Seller represents and warrants to
Buyer as follows:

               (a)    Seller is a corporation, duly organized, validly existing
and in good standing under the laws of the state of Delaware, and has all
requisite powers and all licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

               (b)    The execution, delivery and performance by Seller of this
Agreement, and the consummation by Seller of the transactions contemplated
hereby and thereby, are within Seller's legal powers and have been duly
authorized by all necessary action on the part of Seller, and, to the best of
Seller's knowledge and belief, will not infringe or violate the rights of any
other party. This Agreement is a valid and binding agreement of Seller,
enforceable in accordance with its terms.

               (c)    Seller is the sole and exclusive owner of the Lynx Patents
and has the lawful right to perform its obligations under this Agreement.
Seller's interest in the Lynx Patents is not subject to any lien, pledge, grant
of security interests, or any other encumbrance. To the best of Seller's
knowledge and belief, all filings have been made and all fees have been paid and
all such other things have been done as to maintain the Lynx Patents


                                       3


in good standing. Seller does not own or control any patents or patent
applications relating to Amidate Technology other than the Lynx Patents and the
Northwestern Patents.

               (d)    The Northwestern License and the Sublicenses are in full
force and effect and have not been amended. Seller is in compliance with its
obligations under the Northwestern License, and has received no notice of any
claim to the contrary. Seller's rights to the Northwestern Patents under the
Northwestern License are not subject to any lien, pledge, grant of security
interests, or any other encumbrance. To the best of Seller's knowledge and
belief, all filings have been made and all fees have been paid and all such
other things have been done as to maintain the Northwestern Patents in good
standing.

               (e)    The Lynx Patents and Seller's interest in the Northwestern
Patents are assigned and transferred WITHOUT WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE LYNX PATENTS OR THE
NORTHWESTERN PATENTS ARE VALID OR WILL NOT INFRINGE ANY PATENT OR OTHER PROPERTY
RIGHT.

               (f)    As at the date of this Agreement, to the best of its
knowledge, information and belief after reasonable inquiry, Seller has not
received any notices or communications alleging that the Lynx Patents or the
Northwestern Patents are invalid or infringe the rights of any third party.
There is no action, suit, investigation, or proceeding of which Seller has
received written notice, pending or, to the knowledge of Seller, threatened,
before any court or arbitrator or any governmental body, agency or official that
has or could materially affect the Lynx Patents, the Northwestern Patents or the
Northwestern License or which in any matter challenges or seeks to prevent,
enjoin, alter or materially delay the transaction contemplated hereby or would
have a material adverse effect on Seller's ability to perform its obligations
under this Agreement.

               (g)    As of the date of this Agreement, no third party has any
rights or licenses in respect of the Lynx Patents, the Northwestern Patents, or
the Northwestern License, other than as reflected in the Sublicenses.

               (h)    Nothing in this Agreement shall be construed as: (i) a
warranty or representation by Seller as to the validity, enforceability, or
scope of any of the Lynx Patents or the Northwestern Patents hereunder or
elsewhere; (ii) a warranty or representation that any Amidate Products or
anything else made, used, sold, or otherwise disposed of under the Lynx Patents
or the Northwestern Patents is or will be free from infringement of patents of
third parties; (iii) an obligation to bring or prosecute actions or suits
against third parties for patent infringement; (iv) conferring by implication,
estoppel, or otherwise, any license or rights under any patents or patent
applications of Seller other than those of the Lynx Patents and the Northwestern
Patents; or (v) an obligation to furnish any know- how not provided in the Lynx
Patents themselves.

        3.2    Representations of Buyer. Buyer represents and warrants to Seller
as follows:

               (a)    Buyer is a corporation, duly organized, validly existing
and in good standing under the laws of the state of Delaware, and has all
requisite powers and all licenses, authorizations, consents and approvals
required to carry on its business as now conducted.


                                       4


               (b)    The execution, delivery and performance by Buyer of this
Agreement, and the consummation by Buyer of the transactions contemplated hereby
and thereby, are within Buyer's legal powers and have been duly authorized by
all necessary action on the part of Buyer. This Agreement is a valid and binding
agreement of Buyer, enforceable in accordance with its terms.

               (c)    There is no action, suit, investigation or proceeding
pending against, or to the knowledge of Buyer threatened against or affecting,
Buyer before any court or arbitrator or any governmental body, agency or
official which in any matter challenges or seeks to prevent, enjoin, alter or
materially delay the transaction contemplated hereby or would have a material
adverse effect on Buyer's ability to perform its obligations under this
Agreement.

                                   ARTICLE IV
                                 INDEMNIFICATION

               4.1    By Seller. Seller shall indemnify and hold Buyer harmless,
and hereby forever releases and discharges Buyer, from and against all losses,
liabilities, damages and expenses (including reasonable attorneys' fees and
costs) resulting from all claims, demands, actions and other proceedings by any
third party to the extent arising from (a) any misrepresentation or breach by
Seller of any representation or warranty or other provision of this Agreement or
(b) any claim that the performance of this Agreement by Seller would violate or
infringe the rights of any third party, or (c) any claim arising out of the
Northwestern License or the Sublicenses based on Seller's alleged breach, or
Seller's acts or failure to act, or obligations of Seller that accrued, before
the Effective Date), or (d) the gross negligence or willful misconduct of Seller
in its performance under this Agreement.

               4.2    By Buyer. Buyer shall indemnify and hold Seller harmless,
and hereby forever releases and discharges Seller, from and against all losses,
liabilities, damages and expenses (including reasonable attorneys' fees and
costs) resulting from all claims, demands, actions and other proceedings by any
third party to the extent arising from (a) any misrepresentation or breach by
Buyer of any representation or warranty or other provision of this Agreement,
(b) the research, use, development, manufacturing, commercialization or
marketing of Amidate Products or the use of Lynx Patents by Buyer or its
Affiliates, or (c) the gross negligence or willful misconduct of Buyer in its
performance under this Agreement.

               4.3    Procedure. A party (the "Indemnitee") that intends to
claim indemnification hereunder shall promptly notify the other party (the
"Indemnitor") of any claim, demand, action or other proceeding for which the
Indemnitee intends to claim such indemnification. The Indemnitor shall have the
right to participate in and to assume the defense thereof with counsel selected
by the Indemnitor; provided, however, that the Indemnitee shall have the right
to retain its own counsel, with the fees and expenses to be paid by the
Indemnitor, if representation of the Indemnitee by the counsel retained by the
Indemnitor would be inappropriate due to actual or potential differing interests
between the Indemnitee and any other party represented by such counsel in such
proceedings. The failure to deliver notice to the Indemnitor within a reasonable
time after notice of any such claim or demand, or the commencement any such
action or other proceeding, if prejudicial to its ability to defend such claim,
demand, action or other proceeding, shall relieve such Indemnitor of any
liability to the Indemnitee hereunder with respect thereto, but the omission so
to deliver notice to the Indemnitor shall not relieve it of any liability that
it may otherwise have to the Indemnitee.


                                       5


The Indemnitor may not settle or otherwise consent to an adverse judgment in
such claim, demand, action or other proceeding, that diminishes the rights or
interests of Indemnitee without the prior express written consent of the
Indemnitee, which consent shall be unreasonably withheld or delayed. The
Indemnitee, its employees and agents, shall reasonably cooperate with the
Indemnitor and its legal representatives in the investigation of any claim,
demand, action or other proceeding covered hereby.

                                    ARTICLE V
                                  MISCELLANEOUS

        5.1    Survival of Obligations. The representations and warranties set
forth in Article III hereof shall survive for ten years following the date of
this Agreement. The rights and obligations set forth in Articles IV and V hereof
shall survive indefinitely.

        5.2    Binding Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their respective successors
and permitted assigns.

        5.3    Confidentiality. Neither party shall issue any press release or
make any other announcement with respect to this Agreement or the transactions
contemplated hereby, except as required by law, without the prior consent of the
other party (which shall not be unreasonably withheld or delayed).

        5.4    Remedies. Nothing contained herein is intended to or shall be
construed to limit the remedies which either party may have against the other in
the event of a breach of or default under this Agreement, it being intended that
any remedies shall be cumulative and not exclusive.

        5.5    Further Assurances. Each party agrees to take such further action
and execute, deliver and/or file such documents or instruments as are necessary
to carry out the terms and purposes of this Agreement; provided, however, that
reasonable expenses for such further action shall be borne by the requesting
party.

        5.6    Entire Agreement and Modification. This Agreement, including the
schedules and exhibits hereto and the documents delivered pursuant hereto,
constitutes the entire agreement between the parties. No amendments to,
modifications of, or additions to this Agreement shall be valid unless the same
shall be in writing and signed by all parties hereto.

        5.7    Severability. If any provision of this Agreement shall be
determined to be contrary to law and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance with their
terms.

        5.8    Counterparts. This Agreement may be executed in one or more
counterparts and by facsimile signature, each of which shall be deemed an
original but all of which together will constitute one and the same instrument.

        5.9    Headings; Interpretation. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of the Agreement.


                                       6


        5.10   Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if the same shall be in
writing and shall be delivered or sent by registered or certified mail, postage
prepaid, and addressed as set forth below:

               (a)    If to Buyer:   Geron Corporation.
                                     230 Constitution Drive
                                     Menlo Park, CA
                                     Fax: 650-473-7750
                                     Attention: David Greenwood

               (b)    If to Seller:  Lynx Therapeutics, Inc.
                                     25861 Industrial Blvd.
                                     Hayward, CA 94545
                                     Fax: 510-670-9303
                                     Attention: Norman Russell

Any such notice shall be effective upon receipt. Either party may change the
address to which notices are to be addressed by giving the other party notice in
the manner herein set forth.

        5.11   Governing Law. This Agreement shall be construed and interpreted
according to the laws of the State of California, without regard to its conflict
of laws principles.

        IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement by their duly authorized representatives as of the day and year first
above written.


                                    LYNX THERAPEUTICS, INC.


                                    By /s/ Norman J. W. Russell
                                       -----------------------------------------
                                    Name: Norman J. W. Russell
                                    Title: President and Chief Executive Officer


                                    GERON CORPORATION


                                    By /s/ David L. Greenwood
                                       -----------------------------------------
                                    Name: David L. Greenwood
                                    Title: Chief Financial Officer and Senior
                                           Vice President, Corporate Development



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       7


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                    EXHIBIT A

                                   ASSIGNMENT

               In consideration of good and valuable consideration paid to the
undersigned Assignor, Lynx Therapeutics, Inc., a corporation organized under the
laws of Delaware, having an office at 25861 Industrial Blvd., Hayward, CA 94545,
by the Assignee, Geron Corporation, Inc., a corporation organized under the laws
of Delaware, having an office at 230 Constitution Drive, Menlo Park, CA 94303,
the receipt of which is hereby acknowledged, the undersigned Assignor by these
presents hereby sells, assigns, transfers, and sets over unto the Assignee the
entire right, title, and interest in and to the patents and patent applications
described in Appendix A hereto and the inventions described therein, together
with any division, continuation, continuation-in-part, substitute, renewal,
reissue, extension, confirmation, reexamination, registration, patent term
extension or supplemental protection certificate thereof; all foreign
equivalents of any of the foregoing patents and applications; and all patents
issuing on any of the foregoing applications, including all treaty and
convention rights and the right to sue for present, past, and future
infringement, the same to be held and enjoyed by said Assignee, its successors,
assigns, or other legal representatives, to the full ends of the terms for which
all patents therefor may be granted, as fully and entirely as the same would
have been held and enjoyed by the undersigned if this assignment and sale had
not been made.

               And by this covenant the undersigned will execute or procure any
further necessary assurance of title to said patent applications and patents;
and at any time, upon the request and at the expense of said Assignee, will
execute and deliver any and all papers that may be necessary or desirable to
perfect the title to said patent applications or patents which may be granted
therefor in said Assignee, its successors, assigns or other legal
representatives, and, upon the request and at the expense of said Assignee, will
execute any additional or divisional applications for patents for said
inventions, or any part or parts thereof, and for the reissue of any patents
granted or to be granted therefor, and will make all rightful oaths and do all
lawful acts requisite for procuring the same or for aiding therein, without
further compensation, but at the expense of said Assignee, its successors,
assigns, or other legal representatives.

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


Witness:                             By
                                        ---------------------------------------
                                         Name
- -----------------------------
Name:
                                        ---------------------------------------
                                         Title
AFFIX SEAL


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.

                                    EXHIBIT B

                                  LYNX PATENTS



- ---------------------------------------------------------------------------------------
LYNX   CNTRY TYPE   STATUS    APP. NO.  FILING    PATENT    ISSUE      PUB. NO.   PUB.
REF.                                     DATE       NO.     DATE                  DATE
- ---------------------------------------------------------------------------------------
                                                          
[*]

- ---------------------------------------------------------------------------------------
          [*]             CLIENT             TITLE          FILING DATE      STATUS
                          REF
- ---------------------------------------------------------------------------------------
[*]




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                    EXHIBIT C

                              NORTHWESTERN PATENTS



- ---------------------------------------------------------------------------------------
LYNX REF.     SUBJECT MATTER                 FILING     ISSUE      PATENT NO.   STATUS
                                             DATE       DATE
- ---------------------------------------------------------------------------------------
                                                                 
[*]





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                    EXHIBIT D

                              NORTHWESTERN LICENSE

                                LICENSE AGREEMENT

        This AGREEMENT made this twenty seventh day of October, 1993, by and
between NORTHWESTERN UNIVERSITY ("NORTHWESTERN"), an Illinois corporation having
a principal office at 633 Clark Street, Evanston, Illinois 60208, and Lynx
Therapeutics Inc., a Delaware corporation having a principal office at 465
Lincoln Centre Drive, Foster City, California 94404 (hereinafter "LYNX").

                                 WITNESSES THAT:

        WHEREAS, NORTHWESTERN represents that Robert Letsinger, an employee of
NORTHWESTERN, and Sergei Gryaznov, a former employee of Northwestern (the
Inventors), have made a certain invention entitled [*] while employed at
NORTHWESTERN, and that a patent application has been filed thereon, having
United States Serial Number [*] entitled [*].

        WHEREAS, NORTHWESTERN, subject to U.S. grant obligations has the right
to make, use, sell, and grant licenses under the INVENTION and PATENT RIGHTS as
defined herein; and NORTHWESTERN wishes to have the INVENTION, as defined by the
PATENT RIGHTS, utilized for the public interest; and

        WHEREAS LYNX desires to obtain a license to manufacture, sell, and use
the INVENTION and PATENT RIGHTS defined herein and upon the terms and conditions
hereinafter set forth;

        NOW, THEREFORE, in consideration of the promises and the faithful
performance of the covenants contained herein, IT IS AGREED:

        1.0 DEFINITIONS

        For the purposes of this Agreement, and solely for that purpose, the
terms hereinafter set forth shall be defined as follows:

        1.1 "INVENTION" shall mean the invention as described in EXHIBIT A,
and/or as covered in the PATENT RIGHTS.

        1.2 "PATENT RIGHTS" shall mean the United States patent resulting from
the


                                       1


application having United States Serial Number [*] entitled [*] for the
INVENTION together with any divided, continuation, or other continuation-in-part
applications based thereon, and any reissues or extensions based on any such
patents, and any foreign counterparts pending or issued thereof.

        1.3 "LICENSED PRODUCT" shall mean any products covered by, or the
manufacture, use, or sale of which is covered by, any INVENTION as described by
any valid claim in an issued and unexpired patent, which patent application or
patent is included in the PATENT RIGHTS.

        1.4 "FIELD OF USE" shall mean the use of the INVENTION and PATENT RIGHTS
for human therapeutics.

        1.5 "NET SALES PRICE" shall mean the gross sales price of any LICENSED
PRODUCT or INVENTION made and sold pursuant to this Agreement, less allowances
to customers for damaged or returned products and the amounts of discounts,
transportation charges, and all sales and excise taxes and duties paid,
absorbed, or allowed.

        2.0 LICENSE

        2.1 NORTHWESTERN hereby grants to LYNX and LYNX hereby accepts from
NORTHWESTERN, upon the terms and conditions herein specified, an exclusive
(except as herein specified), worldwide, and non-assignable (except as herein
specified) License to use the INVENTION and PATENT RIGHTS to test, evaluate, and
develop the INVENTION and LICENSED PRODUCT covered hereby and to make, have
made, use and sell the products thereof during the term of this Agreement, and
during the term of any extension thereof, unless sooner terminated as
hereinafter provided.

        2.2 NORTHWESTERN hereby grants to LYNX and LYNX hereby accepts from
NORTHWESTERN, upon the terms and conditions herein specified, the right to
extend the License granted hereunder to its sublicensee(s). LYNX shall promptly
notify NORTHWESTERN in writing that a sublicense has been granted no later than
the effective date of the sublicense. LYNX may negotiate such terms as it
chooses for each sublicense, provided that NORTHWESTERN shall receive a royalty
for all sales made by sublicensee(s) at a rate not less than that provided for
in this Agreement plus fifty percent (50%) of any lump sum amounts received by
LYNX from sublicensee(s) where there is no royalty.

        2.3 If LYNX shall so notify NORTHWESTERN in advance thereof in writing,
any sublicensee(s) to whom the License shall have been extended pursuant to
Paragraph 2.2 hereof may make the reports and royalty payments specified in
Paragraph 4.0 hereof directly to NORTHWESTERN on behalf of LYNX; otherwise, such
reports and payments on account of sales by such sublicensee(s) shall be made by
LYNX.

        2.4 NORTHWESTERN retains a non-exclusive, royalty-free, irrevocable
License to


                                       2


make, have made and use the INVENTION, PATENT RIGHTS and LICENSED PRODUCT for
its own use.

        2.5 Outside the scope of the License between NORTHWESTERN and LYNX no
other, further, or different license or right, and no further power to
sublicense is hereby granted or implied.

        3.0 LICENSE ISSUE FEE

        3.1 LYNX shall pay to NORTHWESTERN, upon execution and delivery of this
Agreement, a license issue fee of [*]

        3.2 The total of the license issue fee provided for in the foregoing
Article 3.1 shall not be refundable and shall not be applied against any
royalties which may become payable under this Agreement.

        4.0 ROYALTIES, RECORDS AND REPORTS

        4.1 During the term of this Agreement, unless sooner terminated, LYNX
shall pay to NORTHWESTERN, in the manner hereinafter provided, earned royalties
at the rate of [*] percent ([*]%) of the NET SALES PRICE of all LICENSED PRODUCT
sold by LYNX and its sublicensee(s), anywhere in the world.

        4.2 LICENSED PRODUCT shall be considered sold when sold or invoiced, and
if not sold or invoiced, when delivered to a third party.

        4.3 LYNX shall be responsible for the performance hereunder of all
obligations including payment of royalties, keeping of records, and reporting by
LYNX and any sublicensee(s) to whom the License shall have been extended
pursuant to this Agreement.

        4.4 So long as this Agreement remains in force, LYNX shall deliver to
NORTHWESTERN, within sixty (60) days after the first day of January and July of
each year, a true and accurate report, giving such particulars of the business
conducted by LYNX and its sublicensee(s) during the preceding six (6) months
under this Agreement as are necessary to accurately account for sales subject to
royalties under this Agreement.

        4.5 Simultaneously with the delivery of each report required by the
preceding paragraph 4.4, LYNX shall pay to NORTHWESTERN the net royalties and
any other such payment due under this Agreement for the period covered by such
report. If no royalties are due, it shall be so reported.

        4.6 All payments from LYNX to NORTHWESTERN shall be in U.S. dollars. The
rates of exchange for such payments shall be midpoint between the buying and
selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New
York, New York at the close of business


                                       3


on the last business day preceding the date payment is due.

        4.7 In case of any delay in payment by LYNX to NORTHWESTERN not
occasioned by force majeure, interest at the rate of one percent (1%) per month,
assessed from the thirty-first day after the due date of said payment, shall be
due by LYNX without any special notice.

        4.8 Royalties shall accrue in accordance with this Agreement, upon the
first commercial sale of a licensed product.

        4.9 LYNX shall keep full, true, and accurate books of account containing
all particulars which may be necessary for the purpose of showing the amount
payable to NORTHWESTERN by way of royalty as aforesaid or by way of any other
provision hereunder. Said books of account shall be kept at LYNX'S principal
place of business. Said books and the supporting data shall be open at all
reasonable times, for three (3) years following the end of the calendar year to
which they pertain, to inspection by NORTHWESTERN for the purpose of verifying
LYNX'S royalty statements, or LYNX'S compliance in other respects with this
Agreement.

        4.10 LYNX shall reimburse NORTHWESTERN for all out-of-pocket costs of
filing, prosecution and maintenance for all patent applications and all patents
issuing thereon filed and made at the request of LYNX. All such patents and
patent applications shall become part of the PATENT RIGHTS licensed to LYNX
hereunder. Such reimbursements shall be made to NORTHWESTERN within sixty (60)
days of receipt of invoice by LYNX. Any reimbursements made by LYNX hereunder
shall be creditable by LYNX against royalty payable by it pursuant to Article
4.1 above. With respect to each payment due NORTHWESTERN, LYNX may deduct up to
50% of each such payment for the above-referenced costs and expenses incurred by
LYNX in filing, prosecuting, or maintaining any patent or patent application
until LYNX has been fully reimbursed for all such costs and expenses incurred.
United States patent costs shall be credited to earned royalties on the NET
SALES PRICE of LICENSED PRODUCTS in the United States and foreign patent costs
shall be credited to foreign NET SALES PRICE.

        5.0 AUDITING

        5.1 NORTHWESTERN and its representatives will be entitled to examine and
audit all reports of sales of the LICENSED PRODUCT by LYNX and any sublicensee
at any time during normal business hours. In the event that an audit reveals any
underpayment or undercredit or royalties and/or milestone payments by LYNX
subject to the provisions herein, LYNX will promptly pay or credit to
NORTHWESTERN, as the case may be, the full amount of that underpayment or
undercredit, together with interest thereon at a rate of one percent (1%) per
month, assessed from the thirty-first day after said payment was due. In the
event that the audit reveals an underpayment or undercredit of more than 3% of
the amount which should have been reported and paid, LYNX or sublicensee, as the
case may be, will promptly pay the entire cost of that audit.

        6.0 PERFORMANCE


                                       4


        6.1 LYNX shall use commercially reasonable efforts to commence and
maintain regular commercial production and sale of LICENSED PRODUCT.

        6.2 If earned royalties for the years 1994, 1995, 1996 and 1997 and
thereafter are less than [*] dollars ($[*]), [*] dollars ($[*]), [*] dollars
($[*]), and [*] dollars ($[*]) respectively, the following minimum royalty
payments shall be due to NORTHWESTERN on the following dates:

        [*] ($[*]) due January 1, 1995;

        [*] ($[*]) due January 1, 1996;

        [*] dollars ($[*]) due January 1, 1997;

        [*] dollars ($[*]) due January 1, 1998

and each year thereafter during the term of this Agreement or any extensions
thereof.

        7.0 TERM AND EXTENSION

        7.1 This exclusive License shall continue until the expiration of the
last to expire of any patents under PATENT RIGHTS.

        8.0 TERMINATION

        8.1 If LYNX shall become bankrupt or insolvent and/or if the business of
LYNX shall be placed in the hands of a Receiver, Assignee, or Trustee, whether
by the voluntary act of LYNX or otherwise, this License will be deemed to have
automatically terminated as of a date [*] ([*]) days prior to that event,
provided, however, that such termination shall not terminate any obligations
which may have accrued prior thereto.

        8.2 Notwithstanding provisions of Article 6.1, upon any breach or
default under this Agreement by LYNX, NORTHWESTERN may terminate this License by
[*] ([*]) days written notice by registered mail to LYNX. Said notice shall
become effective at the end of said period, unless during said period LYNX shall
cure such breach or default and notify NORTHWESTERN thereof.

        8.3 LYNX may terminate this License at any time upon [*] ([*]) days
written notice by registered mail to NORTHWESTERN.

        8.4 Upon termination of this License for any reason, all rights granted
hereunder shall revert to NORTHWESTERN for the sole benefit of NORTHWESTERN.


                                       5


        8.5 Termination of this License shall result in all sublicenses being
assigned to NORTHWESTERN.

        8.6 LYNX's responsibilities and obligations to report to NORTHWESTERN
and pay royalties to NORTHWESTERN as to any LICENSED PRODUCTS produced or sold
by LYNX or its sublicensees under this Agreement prior to termination or
expiration hereof shall survive such termination or expiration.

        8.7 In the event that this Agreement is terminated by either party, LYNX
agrees to provide NORTHWESTERN with names and addresses of sublicensees and
copies of all Sublicense Agreements between LYNX and sublicensees as then known
to LYNX.

        9.0 ASSIGNMENT

        9.1 This Agreement may be assigned by NORTHWESTERN.
This Agreement may be assigned by LYNX to the successor of its entire business,
or to any wholly-owned subsidiary, but shall not be otherwise assignable by LYNX
without the written consent of NORTHWESTERN.

        10.0 INFRINGEMENT

        10.1 NORTHWESTERN agrees to protect its patents within the PATENT RIGHTS
from infringement and prosecute infringers when in its reasonable judgment such
action may be proper and justified. LYNX shall have the right to sue infringers
in its own name if NORTHWESTERN elects not to do so.

        10.2 In the event either party hereto shall initiate or carry on legal
proceedings to enforce the PATENT RIGHTS against an alleged infringer, the other
party hereto shall fully cooperate with the party initiating or carrying on such
proceedings.

        10.3 In the event NORTHWESTERN or LYNX shall institute suit or other
legal proceedings to protect or enforce PATENT RIGHTS as provided herein, the
other party shall have the option to join in such proceedings and shall be
entitled to be represented by counsel of its own choosing. From any recovery
awarded as a result of such suit or legal proceedings, (i) the initiating party
may recover the full amount of its expenses of prosecuting the same (including
attorney's fees and court costs); (ii) the other party may then recover, to the
extent possible after full payment of (i) above, the full amount of its costs of
participating in the same; (iii) NORTHWESTERN, after full payment of (i) and
(ii) above, shall receive [*] percent ([*]%) of any remainder; and (iv) the
initiating party may retain the balance. A party shall not discontinue or settle
any such suit or legal proceedings brought by it without obtaining prior
concurrence of the other party, and giving the other party a timely opportunity
to continue such proceedings in its own name, under its sole control, at its
sole expense, and at its sole recovery.


                                       6


        11.0 SEVERABILITY

        11.1 Should any part or provision of this Agreement be unenforceable or
otherwise in conflict with or in violation of the law of any jurisdiction, the
remainder of this Agreement shall remain binding upon the parties.

        12.0 INDEMNITY AND NEGATION OF WARRANTIES

        12.1 LYNX agrees to indemnify, hold harmless and defend NORTHWESTERN,
its officers, employees, and agents against any and all claims, suits, losses,
damages, costs, fees, and expenses resulting from or arising out of the
production or use of the LICENSED PRODUCTS by LYNX, its sublicensees, and others
purchasing, using and/or receiving the LICENSED PRODUCTS.

        12.2 LYNX shall maintain appropriate insurance, in good standing, at
least in the amount of [*] dollars ($[*]) per occurrence, the amount subject to
change from time to time as designated by NORTHWESTERN in writing, naming
NORTHWESTERN as additional insured. LYNX shall deliver to NORTHWESTERN a copy of
such insurance policy and all extensions thereof.

        12.3 Nothing in this Agreement shall be construed as:

              12.31 a warranty or representation by NORTHWESTERN as to the
validity or scope of any Patent Rights; or

              12.32 a warranty or representation that anything made, used, sold
or otherwise disposed of under any license granted in this Agreement is or will
be free from infringement of patents of third parties; or;

              12.33 an obligation by NORTHWESTERN to bring or prosecute actions
or suits against third parties for infringement.

        12.4 NORTHWESTERN makes no representation other than those specified in
this Agreement. NORTHWESTERN MAKES NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF LICENSED PRODUCT.

        13.0 GENERAL

        13.1 LYNX shall not use the name of any Inventor listed in PATENT
RIGHTS, of any institution with which he has been or is connected, nor of
NORTHWESTERN, nor any adaptation of any of them, in any advertising, promotional
or sales literature, without prior written consent obtained from NORTHWESTERN in
each case.


                                       7


        13.2 Any notice required or permitted to be given by this Agreement
shall be given postpaid first class certified mail; unless otherwise stated:

        TO LYNX:      LYNX THERAPEUTICS, INC.
                      465 Lincoln Centre Drive
                      Foster City, California 94404
                      Attn: Mr. Timothy Geiser

        TO LICENSOR:  NORTHWESTERN UNIVERSITY
                      Technology Transfer Program
                      633 Clark Street
                      Evanston, Illinois 60208
                      Attn: Administrator
                              Technology Transfer Program

Such addresses may be altered by written notice. If no time limit is specified
for a notice required or permitted to be given under this Agreement, the time
limit therefore shall be twenty (20) full business days, not including the day
of mailing.

        13.3 This Agreement and its effect is subject to and shall be construed
and enforced in accordance with the laws of the State of Illinois, United States
of America.

        13.4 The parties to this Agreement recognize and agree that each is
operating as an independent contractor and not as an agent of the other.

        13.5 The captions herein are for convenience only and shall not be
deemed to limit or otherwise affect the construction thereof.

        13.6 Any waiver by either party of the breach of any term or condition
of this agreement will not be considered as a waiver of any subsequent breach of
the same or any other term or condition hereof.

        14.0 ENTIRE AGREEMENT

        14.1 This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter of this Agreement, and merges all
prior discussion's between them. Neither of the parties shall be bound by any
conditions, definitions, warranties, or representations with respect to the
subject matter of this Agreement or as duly set forth on or subsequent to the
date hereof in writing unless signed by a proper and duly authorized
representative of the party to be bound thereby.

        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
duly executed this Agreement as of the day and the year first above written.


                                       8


                                    NORTHWESTERN UNIVERSITY

ATTEST:                             By:   /s/ C. W. Kern
        -----------------------         -----------------------------------
          Asst. Secretary               C. William Kern
                                        Vice President for Research


Date:     10/29/93                  Date:   October 29, 1993
      -------------------------           ---------------------------------


                                    LYNX THERAPEUTICS

ATTEST    /s/ Lynn C. Soucy         By:   /s/ Timothy Geiser
       ------------------------         ---------------------------------------
                                            Timothy Geiser Ph.D.
                                            Vice President,
                                            Technology Development
                                            Manufacturing and Operations

Date:     November 3, 1993          Date:   3 November 1993
      -------------------------           -------------------------------------



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       9


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                    EXHIBIT E

                            CRUACHEM, INC. SUBLICENSE

                                LICENSE AGREEMENT

        This License Agreement ("Agreement") is effective as of the 15th day of
June, 1998 ("Effective Date"), by and between Cruachem, Inc., a Delaware
corporation, having its principal office at 34 Mount Pleasant Drive, Aston,
Pennsylvania 19014 ("Licensee"), and Lynx Therapeutics, Inc., a Delaware
corporation, having its principal office at 3832 Bay Center Place, Hayward,
California, USA ("Licensor").

                                    RECITALS

        WHEREAS, Licensor owns and is an exclusive licensee of proprietary
technology relating to oligonucleotide N3'->P5' phosphoramidates, their
manufacture, and their uses in a variety of fields ("Amidate Technology");

        WHEREAS, Licensee has expertise in nucleic acid chemistry and is in the
business of manufacturing, marketing, selling, and distributing nucleic acid
compounds; and

        WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires
to grant to Licensee in exchange for the consideration described below the right
to use Licensor's Amidate Technology to manufacture, market, sell, and
commercialize oligonucleotide N3'-->P5' phosphoramidates in the Research Field.

        NOW, THEREFORE, in view of the foregoing premises and in consideration
of the mutual promises and covenants contained in the Agreement, Licensor and
Licensee agree as follows:


                                       1


ARTICLE 1. DEFINITIONS.

        1.1 "Affiliate" means a corporation, partnership, entity, person, firm,
company or joint venture that controls, is controlled by or is under the common
control with the referenced Party. For the purposes of this definition the word
"control" (including, with correlative meaning, the terms "controlled by" or "is
under the common control with") means the power to direct or cause the direction
of the management and policies of such entity, or the ownership of at least
fifty percent (50%) of the voting stock of such entity.

        1.2 "Licensed Product" shall mean any product(s) whose manufacture, use,
or sale in any country would, but for this Agreement, comprise an infringement,
including contributory infringement, of one or more Valid Claims.

        1.3 "Monomer Licensed Product" shall mean a Licensed Product which is a
monomer used in the synthesis of an oligonucleotide N3'--->P5' phosphoramidate.

        1.4 "Net Sales" means the total amount invoiced or otherwise charged by
Licensee or its Affiliates or its sublicensee on account of the final or end
product sale of a Licensed Product to a non-Affiliate, less the following
deductions to the extent actually incurred or allowed based upon the sale of
such Licensed Product:

        (a) credits, allowances, discounts and rebates to, and chargebacks from
the account of, such non-Affiliate for spoiled, damaged, out dated and returned
Licensed Product;

        (b) freight and insurance costs for transporting such Licensed Product,
to the extent invoiced to the purchaser;

        (c) sales, value-added and other direct taxes on the sale of the
Licensed Product;

        (d) customs duties, surcharges and other governmental charges incurred
in connection with the exportation or importation of such Licensed Product;

        (e) trade, cash, and quantity discounts off of the invoiced price and
similar promotional discounts (such as management fees required by hospital
buying groups) off the invoiced price, all to the extent consistent with normal
practice in the industry;


                                       2


        (f) amounts reflecting retroactive price adjustments on sale of Licensed
Products, to the extent not previously deducted from Net Sales; and

        (g) rebates or chargebacks made on the sale of such Licensed Product, to
the extent consistent with the normal practice in the industry, and provided
that any and all of the foregoing are calculated in accordance with generally
accepted accounting principles applicable to the locality where the invoices are
prepared and consistently applied.

        1.5 "Patent Rights" shall mean the patents and patent applications
listed in Exhibit A; and with respect to U.S. patents and applications, all
foreign equivalents thereof; and patents issuing on said foreign and U.S. patent
applications. "Patent Rights" shall also include any divisional, continuation,
reissue, reexamination or extension of the above-described patent applications
and resulting patents, along with any extended or restored term, and any
confirmation patent, registration patent, or patent of addition.

        1.6 "Research Field" shall mean any use in the field of scientific or
commercial research, excepting any use that Involves treating humans in any way
whatsoever for any condition or any use that involves diagnosis of, testing for,
or detection of, a disease condition, or the predisposition or susceptibility
thereto, or the clinical progress thereof.

        1.7 "Valid Claim" means any claim(s) in an unexpired patent or pending
in a patent application included within the Patent Rights which has not been
held unenforceable, unpatentable, or invalid by a decision of a court or other
governmental agency of competent jurisdiction, unappealable or unappealed within
the time allowed for appeal, and which has not been admitted to be invalid or
unenforceable through reissue or disclaimer.

ARTICLE 2. GRANT.

        2.1 Subject to all the terms and limitations of this Agreement, Licensor
hereby grants to Licensee and its Affiliates a worldwide non-exclusive
royalty-bearing license, without the right to sublicense, under the Patent
Rights to make, market, distribute, and sell Licensed Products


                                       3


and/or Monomer Licensed Products in the Research Field; provided, however, that
Monomer Licensed Products shall be distributed or sold only to qualified
licensees of Licensor under the Patent Rights.

        2.2 Licensee covenants that it will not make, use, market, distribute,
and sell Licensed Products outside the Research Field, nor shall Licensee or any
of its Affiliates promote the use, marketing, distribution, or sale of Licensed
Products outside the Research Field.

        2.3 Licensee will promptly disclose and hereby grants back to Licensor a
worldwide, royalty-free, sublicensable license of a scope that permits Licensor
to fully exploit any improvement made in the manufacture, purification, or
quality control of oligonucleotide N3'---> P5' phosphoramidates during the term
of this Agreement; provided that such improvements would be covered by or within
the scope of a Valid Claim of a patent or patent application licensed hereunder.
For other improvements made in the manufacture, purification, or quality control
of oligonucleotide N3'--->P5' phosphoramidates during the term of this Agreement
that are not covered by or within the scope of a Valid Claim of a patent or
patent application licensed hereunder, Licensee hereby grants Licensor an option
to a worldwide royalty-bearing license, with right to Sublicense, to make, use,
and sell such improvements under reasonable terms.

ARTICLE 3. ROYALTIES.

        3.1 In consideration of the rights and licenses herein granted to it,
Licensee shall pay to Licensor a royalty of [*] percent ([*]%) on the Net Sales
of Licensed Products and Monomer Licensed Products sold by Licensee or its
Affiliates, provided, however, that from and after the first anniversary of the
Effective Date of the Agreement, Licensee shall pay to Licensor a royalty amount
which is the greater of [*] Dollars ($[*]) and [*] percent ([*]%) of the Net
Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its
Affiliates. Royalties on Net Sales of Licensed Products are payable by Licensee
until the last patent under Patent Rights, embodying a Valid Claim, expires.


                                       4


        3.2 Payments of royalties on Net Sales of Licensed Products (other than
the minimum annual royalties whose payment schedule is set forth below) under
this Article are to be made to Licensor within forty-five (45) days of the end
of each December and June for sales invoiced in the six month period prior to
the end of each of those months. Royalties shall be accompanied by a statement
that shall include for each country in which sales of products occurred: the
gross sales and Net Sales in each country's currency; the royalty rate; the
related amounts payable in each country's currency; the applicable exchange rate
to convert from each country's currency to U.S. dollars; and the amounts payable
in U.S. dollars. Royalties shall first be calculated in the currency of the
country in which sales took place and then directly converted to U.S. Dollars
using the exchange rate as reported in the Wall Street Journal for the last
business day of the calendar quarter of sales. All payments hereunder shall be
made to Licensor in U.S. dollars by bank wire transfer in immediately available
funds to such account designated by Licensor. The paying party shall provide
notice at least five (5) business days prior to the wire transfer date of the
amount of payment, the nature of the payment (with reference to the applicable
section of the subject agreement) and the date of receipt of good funds. Such
notice should be given to the Controller of Licensor at the address set forth at
the beginning of this Agreement or such other address directed by Licensor.

         3.3 Any payment under this Article not paid by the payment due date
shall bear interest at the rate which is the lesser of ten percent (10%) per
annum or the maximum rate permitted by applicable law, calculated on the number
of days such payment is delinquent.

        3.4 The payments under this Article shall be free and clear of any
taxes, duties, levies, fees or charges, except for withholding taxes (to the
extent applicable). The paying party shall make any withholding payments due on
behalf of Licensor and shall promptly provide Licensor with written
documentation of any such payment sufficient to satisfy the reasonable
requirements of an appropriate tax authority concerning an application by
Licensor for a foreign tax credit for such payment or for similar treatment. The
paying party agrees to take such reasonable and lawful steps as Licensor may
request to minimize the amount of tax to which the payments to Licensor are
subject.


                                       5


ARTICLE 4. DUE DILIGENCE.

        4.1 Licensee shall at its expense:

        (a) use its best efforts to promote the sale of the Licensed Products
and Monomer Licensed Products and to satisfy market demand for them;

        (b) engage in advertising and sales promotion of Licensed Products and
Monomer Licensed Products; and

        (c) maintain an active and suitably trained sales force to carry out
such efforts.

        4.2 Licensee's due diligence obligation shall be deemed satisfied
hereunder by documented expenditures of at least [*] dollars ($[*]) on sales
promotion and marketing of Licensed Products in the following amounts in the
following periods:



Sale promotion & marketing expenses          Period during which amount is expended
- ---------------------------------------------------------------------------------------
                                      
        $ [*].                           From Effective Date to 1st anniversary thereof
        $ [*].                           From 1st anniversary to 2nd anniversary
        $ [*].                           From 2nd anniversary to 3rd anniversary


ARTICLE 5. QUALITY ASSURANCE.

        5.1 Licenses shall use its best efforts to make Licensed Products and
Monomer Licensed Products of the highest quality for their intended use.
Licensee shall make Licensed Products and Monomer Licensed Products with the
minimal purity standards set forth in Exhibit B.

ARTICLE 6. BOOKS AND RECORDS.

        6.1 Licensee shall keep, for at least three (3) years, records of all
sales of products in sufficient detail to permit Licensor to confirm the
accuracy of Licensee's payment calculations.


                                       6


Once a year, at the request and the expense of Licensor, upon at least five (5)
days prior written notice, Licensee shall permit a nationally recognized,
independent, certified public accountant, appointed by Licensor and acceptable
to Licensee, access to these records during regular business hours solely to the
extent necessary to verify such calculations, provided that such an accountant
has entered into a confidentiality agreement with Licensee with terms
substantially similar to the confidentiality provisions of this Agreement,
limiting the use and disclosure of such information to purposes germane to this
section. Results of any such examination shall be made available to both parties
to this Agreement. If such examination reveals an underpayment of amounts by
five percent (5%) or more, Licensee shall pay all costs of such examination. In
the event such accountant concludes that additional payments are owed, the
additional payments shall be paid within thirty (30) days of the date Licensor
delivers to Licensee the accountant's written report reflecting such conclusion.
This section shall survive any termination of this Agreement for ten (10) years.

ARTICLE 7. TERM AND TERMINATION.

        7.1 Unless otherwise terminated by operation of law or by acts of the
parties in accordance with the terms of this Agreement, this Agreement shall be
in force from the Effective Date and shall remain in effect for the life of the
last-to-expire patent licensed under this Agreement, or until the last patent
application licensed under this Agreement is abandoned.

        7.2 Any termination of this Agreement will not affect the rights and
obligations set forth in the following Articles:

               Article 3. Royalties

               Article 6. Books and Records

               Article 10. Indemnification

               Article 11. Confidentiality

               Article 12. Use of Names

        7.3 If Licensee should violate or fail to perform any material term or
covenant of this


                                       7


Agreement, then Licensor may give written notice of such default ("Notice of
Default") to Licensee. If Licensee should fail to repair such default within
sixty (60) days after the date of such Notice of Default, Licensor shall have
the right to terminate this Agreement and the licenses herein by a second
written notice ("Notice of Termination") to Licensee. If a Notice of Termination
is sent to Licensee, this Agreement shall automatically terminate on the date
such notice takes effect. Such termination shall not relieve Licensee of its
obligation to pay any royalty or license fees owing at the time of such
termination and will not impair any accrued right of Licensor. Material terms
under this Agreement include, but are not limited to, Article 2 (Grant), Article
3 (Royalties), Article 4 (Due Diligence), Article 5 (Quality Assurance), Article
6 (Books and Records), and Article 10 (Indemnification).

        7.4 Licensee shall have the right at any time to terminate this
Agreement by giving notice in writing to Licensor. Such Notice of Termination
shall be effective sixty (60) days after the date thereof.

        7.5 Any termination pursuant to the above paragraph shall not relieve
Licensee of any obligation or liability accrued hereunder prior to such
termination or rescind anything done by Licensee or any payments made to
Licensor hereunder prior to the time such termination becomes effective, and
such termination shall not affect in any manner rights of Licensor arising under
this Agreement prior to such termination.

ARTICLE 8. REPRESENTATIONS AND WARRANTIES.

        8.1 Licensor warrants and represents to Licensee that it has the lawful
right to grant the license under this Agreement and that the Licensor has made
all filings and paid all fees and done all such other things as to maintain the
Patent Rights in good standing.

        8.2 This license and the associated inventions are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR


                                       8


WARRANTY THAT THE INVENTION OR LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR
OTHER PROPERTY RIGHT.

        8.3 Nothing in this Agreement shall be construed as: (a) a warranty or
representation by Licensor as to the validity, enforceability, or scope of any
of the Patent Rights hereunder, or elsewhere; (b) a warranty or representation
that anything made, used, sold, or otherwise disposed of under any license
granted in this Agreement is or will be free from infringement of patents of
third parties; (c) an obligation to bring or prosecute actions or suits against
third parties for patent infringement, except as provided in Article 11; (d)
conferring by implication, estoppel, or otherwise, any license or rights under
any patents or patent applications of Licensor other than those of the Patent
Rights as defined herein; or (e) an obligation to furnish to Licensee any
know-how or other information relating to the Patent Rights.

ARTICLE 9. LIMITATION OF LIABILITY.

        9.1 In no event shall Licensor be liable for any incidental, special, or
consequential damages resulting from exercise of the license granted herein or
the use of any invention described in any of the Patent Rights or the use of any
Licensed Products.

ARTICLE 10. INDEMNIFICATION.

        10.1 Licensee will indemnity hold harmless, and defend Licensor, its
officers, employees, and agents against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of exercise of
this license. This indemnification will include, but will not be limited to, any
product liability.

        10.2 Licensor will indemnity, hold harmless, and defend Licensee, its
officers, employees, and agents against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of acts or
omissions which are the sole responsibility of Licensor. This indemnification
will include, but will not be limited to, any product liability.


                                       9


ARTICLE 11. CONFIDENTIALITY.

        11.1 Licensee and Licensor respectively will treat and maintain the
proprietary business, patent prosecution, software, engineering drawings,
process and technical information, and other proprietary information
("Proprietary Information") of the other party in confidence using at least the
same degree of care as that party uses to protect its own proprietary
information of a like nature for a period from the date of disclosure until five
years after the date of termination of this Agreement.

        11.2 All Proprietary Information will be labeled or marked confidential
or as otherwise similarly appropriate by the disclosing party, or if the
Proprietary Information is orally disclosed, it will be reduced to writing or
some other physically tangible form, marked and labeled as set forth above by
the disclosing party, and delivered to the receiving party within 30 days after
the oral disclosure as a record of the disclosure and the confidential nature
thereof Notwithstanding the foregoing, Licensee and Licensor may use and
disclose Proprietary Information to its employees, agents, consultants,
contractors, provided that any such parties are bound by a like duty of
confidentiality.

        11.3 Nothing contained herein will in any way restrict or impair the
right of Licensee or Licensor to use, disclose, or otherwise deal with any
Proprietary Information:

        11.3a that recipient can demonstrate by written records was previously
known to it;

        11.3b that is now, or becomes in the future, public knowledge other than
through acts or omissions by recipient.

        11.3c that is lawfully obtained without restrictions by recipient from
sources independent of the disclosing party;


                                       10


        11.3d that is required to be disclosed to a governmental entity or
agency in connection with seeking any governmental or regulatory approval, or
pursuant to the lawful requirement or request of a governmental entity or
agency; or

        11.3e that is furnished to a third party by the recipient with similar
confidentiality restrictions imposed on such third party, as evidenced in
writing.

        11.4 Upon termination of this Agreement, Licensee and Licensor will
destroy or return to the disclosing party proprietary information received from
the other in its possession within 15 days following the effective date of
termination. Licensee and Licensor will provide each other, within 30 days
following termination, with a written notice that Proprietary Information has
been returned or destroyed. Each party may, however, retain one copy of
Proprietary Information for archival purposes in non-working files.

ARTICLE 12. USE OF NAMES.

        12.1 Neither party shall use the name or trademarks of the other party
without the prior written consent of the other party. Notwithstanding the
previous sentence, Licensee shall prominently display in catalogues, brochures,
or other advertisements or materials describing Licensed Products, Licensor's
name in association with such products in one of the following forms: "LYNX",
"Lynx", "Lynx Therapeutics", or "Lynx Therapeutics, Inc."

ARTICLE 13. NOTICES.

        13.1 Any notice or payment required to be given to either party will be
deemed to have been properly given and to be effective (a) on the date of
delivery if delivered in person or (b) five days after mailing if mailed by
first-class certified mail, postage paid, to the respective addresses given
below, or to another address as it may designate by written notice given to the
other party.


                                       11


               As to Licensor:  Lynx Therapeutics, Inc.
                                3832 Bay Center Place
                                Hayward, CA 94545

                                Attn: CEO

               As to Licensee:  Cruachem, Inc.
                                34 Mount Pleasant Drive
                                Aston, PA 19014

                                Attn: CEO

ARTICLE 14. ASSIGNABILITY.

        14.1 Neither this Agreement nor any rights or benefits hereunder shall
be assignable or transferable by Licensee without the prior written consent of
Licensor, except that Licensee may assign its rights and obligations under this
Agreement as a part of the sale or transfer of its entire business.

ARTICLE 15. GOVERNING LAWS.

        15.1 This Agreement shall be considered to have been made in the United
States, and shall be interpreted in accordance with the laws of the State of
California.

ARTICLE 16. MISCELLANEOUS.

        16.1 Headings. The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.


                                       12


        16.2 Entire Agreement. This Agreement embodies the entire understanding
of the parties and will supersede all previous communication, representations or
understandings, either oral or written, between the parties relating to the
subject matter hereof. No amendment or modification hereof will be valid or
binding upon the parties unless made in writing and signed on behalf of each
party.

        16.3 Severability. In case any of the provisions contained in the
Agreement are held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability will not affect any other provisions
hereof, but this Agreement will be construed as if such invalid or illegal or
unenforceable provisions had never been contained herein.

        16.4 Waiver. It is agreed that no waiver by either party hereto of any
breach or default of any of the covenants or agreements herein set forth will be
deemed a waiver as to any subsequent and/or similar breach or default.

        16.5 No Agency. Nothing herein shall be deemed to create an agency,
joint venture, or partnership relationship between Licensee and Licensor.


                                       13



        16.7 Export Control Laws. Licensee will observe all applicable United
States and foreign laws with respect to the transfer of Licensed Products and
related technical data to foreign countries, including, without limitation, the
International Traffic in Arms Regulations (ITAR) and the Export Administration
Regulations.

        16.8 Patent Marking. Licensee will mark all Licensed Products made,
distributed, or sold under the terms of this Agreement, or their containers, in
accordance with the applicable patents marking laws. Licensee shall prominently
display in catalogues, brochures, or other advertisements or materials
describing Licensed Products, a label license statement with the following, or
comparable, restriction:

        Purchase of this product is accompanied by a license under U.S. patents
        5,599,922; 5,591,607; 5,631,135; 5,726,297; 5,476,925; 5,646,260; their
        foreign counterparts, and other pending patents, owned or exclusively
        licensed by Lynx Therapeutics, Inc., to use this product for research
        only. Use in humans or use for diagnostic purposes is not authorized.

        In Witness Whereof, Licensee and Licensor have caused this Agreement to
be duly executed by their duly authorized representatives as of the date first
shown herein.

LYNX THERAPEUTICS, INC.                                CRUACHEM, INC.

By: ______________________________          By:_______________________________

Title:____________________________          Title:____________________________



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       14


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                    EXHIBIT A. (TO CRUACHEM, INC. SUBLICENSE)

                                 PATENT RIGHTS.



                                       Filing
                                        Date                   Issue
Docket No.          Subject Matter     (m-d-y)     Ser. No.    Date     Pat. No.
                                                         

[*]





                                       15


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                    EXHIBIT B. (TO CRUACHEM, INC. SUBLICENSE)

                           MINIMUM QUALITY ASSURANCE.

1. Oligonucleotide N3'->P5' phosphoramidates:

        Minimum purity of [*] percent ([*]%) as measured by ion exchange
chromatograpy or capillary electrophoresis.

11. Monomers:

        Minimum purity of [*] percent ([*]%) as measured by reverse phase HPLC.




                                       16


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                    EXHIBIT F

                         JBL SCIENTIFIC, INC. SUBLICENSE

                                LICENSE AGREEMENT

        This License Agreement ("Agreement") is effective as of _______________
("Effective Date"), by and between JBL Scientific. Inc., a corporation, having
its principal office at 277 Granada Drive, San Luis Obispo, California, USA.
("Licensee") and Lynx Therapeutics. Inc., a Delaware corporation having its
principal office at 3832 Bay Center Place, Hayward California, USA ("Licensor").

                                    RECITALS

        WHEREAS, Licensor owns and is an exclusive licensee of proprietary
technology relating to oligonucleotide N3'--->P5' phosphoramidates, their
manufacture, and their uses in a variety of fields ("Amidate Technology");

        WHEREAS, Licensee has expertise in nucleic acid chemistry and is in the
business of manufacturing. marketing, selling, and distributing nucleic acid
compounds; and

        WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires
to grant to Licensee in exchange for the consideration described below the right
to use Licensor's Amidate Technology to manufacture, market, sell, and
commercialize oligonucleotide N3'-->P5' phosphoramidates in the Research Field.

        NOW, THEREFORE, in view of the foregoing premises and in consideration
of the mutual promises and covenants contained in the Agreement, Licensor and
Licensee agree as follows:


                                       1


ARTICLE 1. DEFINITIONS.

        1.1 "Affiliate" means a corporation, partnership, entity, person, firm,
company or joint venture that controls, is controlled by or is under the common
control with the referenced Party. For the purposes of this definition the word
"control" (including, with correlative meaning, the terms "controlled by" or "is
under the common control with") means the power to direct or cause the direction
of the management and policies of such entity, or the ownership of at least
fifty percent (50%) of the voting stock of such entity.

        1.2 "Licensed Product" shall mean any product(s) whose manufacture, use,
or sale in any country would, but for this Agreement, comprise an infringement,
including contributory infringement, of one or more Valid Claims.

        l.3 "Monomer Licensed Product" shall mean a Licensed Product which is a
monomer used in the synthesis of an oligonucleotide N3'->P5' phosphoramidate.

        1.4 "Net Sales" means the total amount invoiced or otherwise charged by
Licensee or its Affiliates or its sublicensee on account of the final or end
product sale of a Licensed Product to a non-Affiliate, less the following
deductions to the extent actually incurred or allowed based upon the sale of
such Licensed Product:

        (a) credits, allowances, discounts and rebates to, and chargebacks from
the account of, such non-Affiliate for spoiled, damaged, out dated and returned
Licensed Product;

        (b) freight and insurance costs for transporting such Licensed Product,
to the extent invoiced to the purchaser,

        (c) sales, value-added and other direct taxes on the sale of the
Licensed Product;

        (d) customs duties, surcharges and other governmental charges incurred
in connection with the exportation or importation of such Licensed Product;

        (e) trade, cash, and quantity discounts off of the invoiced price and
similar promotional discounts (such as management fees required by hospital
buying groups) off the invoiced price, all to the extent consistent with normal
practice in the industry;


                                       2


        (f) amounts reflecting retroactive price adjustments on sale of Licensed
Products, to the extent not previously deducted from Net Sales; and

        (g) rebates or chargebacks made on the sale of such Licensed Product, to
the extent consistent with the normal practice in the industry, and provided
that any and all of the foregoing are calculated in accordance with generally
accepted accounting principles applicable to the locality where the invoices are
prepared and consistently applied.

        1.5 "Patent Rights" shall mean the patents and patent applications
listed in Exhibit A; and with respect to U.S. patents and applications, all
foreign equivalents thereof, and patents issuing on said foreign and U.S. patent
applications. "Patent Rights" shall also include any divisional, continuation,
reissue, reexamination or extension of the above-described patent applications
and resulting patents, along with any extended or restored term, and any
confirmation patent, registration patent, or patent of addition.

        1.6 "Research Field" shall mean any use in the field of scientific or
commercial research, excepting any use that involves treating humans in any way
whatsoever for any condition or any use that involves diagnosis of, testing for,
or detection of, a disease condition, or the predisposition or susceptibility
thereto, or the clinical progress thereof

        1.7 "Valid Claim" means any claim(s) in an unexpired patent or pending
in a patent application included within the Patent Rights which has not been
held unenforceable, unpatentable, or invalid by a decision of a court or other
governmental agency of competent jurisdiction, unappealable or unappealed within
the time allowed for appeal, and which has not been admitted to be invalid or
unenforceable through reissue or disclaimer.

ARTICLE 2. GRANT.

        2.1 Subject to all the terms and limitations of this Agreement, Licensor
hereby grants to Licensee and its Affiliates a worldwide non-exclusive
royalty-bearing license, without the right to sublicense. Under the Patent
Rights to make, market, distribute, and sell Licensed Products


                                       3


and/or Monomer Licensed Products in the Research Field.

        2.2 Licensee covenants that it will not make, use, market, distribute,
and sell Licensed Products outside the Research Field, nor shall Licensee or any
of its Affiliates promote the use, marketing, distribution, or sale of Licensed
Products outside the Research Field.

        2.3 Licensee will promptly disclose and hereby grants back to Licensor a
worldwide, royalty-free sublicensable license of a scope that permits Licensor
to fully exploit any improvement made in the manufacture, purification, or
quality control of oligonucleotide N3'->P5' phosphoramidates during the term of
this Agreement; provided that such improvements would be covered by or within
the scope of a Valid Claim of a patent or patent application licensed hereunder.
For other improvements made in the manufacture, purification, or quality control
of oligonucleotide N3'->P5' phosphoramidates during the term of this Agreement
that are not covered by or within the scope of a Valid Claim of a patent or
patent application licensed hereunder, Licensee hereby grants Licensor an option
to a worldwide royalty-bearing license, with right to sublicense, to make, use,
and sell such improvements under reasonable terms.

ARTICLE 3. ROYALTIES.

        3.1 In consideration of the rights and licenses herein granted to it,
Licensee shall pay to Licensor a royalty of [*] percent ([*]%) on the Net Sales
of Licensed Products and Monomer Licensed Products sold by Licensee or its
Affiliates; provided, however, that from and after the first anniversary of the
Effective Date of the Agreement, Licensee shall pay to Licensor a royalty amount
which is the greater of [*] dollars ($[*]) and [*] percent ([*]%) of the Net
Sales of Licensed Products and Monomer Licensed Products sold by Licensee or its
Affiliates. Royalties on Net Sales of Licensed Products are payable by Licensee
until the last patent under Patent Rights, embodying a Valid Claim, expires.

        3.2 Payments of royalties on Net Sales of Licensed Products (other than
the minimum


                                       4


annual royalties whose payment schedule is set forth below) under this Article
are to be made to Licensor within forty-five (45) days of the end of each
December and June for sales invoiced in the six month period prior to the end of
each of those months. Royalties shall be accompanied by a statement that shall
include for each country in which sales of products occurred: the gross sales
and Net Sales in each country's currency; the royalty rate; the related amounts
payable in each country's currency; the applicable exchange rate to convert from
each country's currency to U.S. dollars; and the amounts payable in U.S.
dollars. Royalties shall first be calculated in the currency of the country in
which sales took place and then directly converted to U.S. Dollars using the
exchange rate as reported in the Wall Street Journal for the last business day
of the calendar quarter of sales. All payments hereunder shall be made to
Licensor in U.S. dollars by bank wire transfer in immediately available funds to
such account designated by Licensor. The paying party shall provide notice at
least five (5) business days prior to the wire transfer date of the amount of
payment, the nature of the payment (with reference to the applicable section of
the subject agreement) and the date of receipt of good funds. Such notice should
be given to the Controller of Licensor at the address set forth at the beginning
of this Agreement or such other address directed by Licensor.

        3.3 Any payment under this Article not paid by the payment due date
shall bear interest at the rate which is the lesser of ten percent (10%) per
annum or the maximum rate permitted by applicable law calculated on the number
of days such payment is delinquent.

        3.4 The payments under this Article shall be free and clear of any
taxes, duties, levies, fees or charges, except for withholding taxes (to the
extent applicable). The paying party shall make any withholding payments due on
behalf of Licensor and shall promptly provide Licensor with written
documentation of any such payment sufficient to satisfy the reasonable
requirements of an appropriate tax authority concerning an application by
Licensor for a foreign tax credit for such payment or for similar treatment. The
paying party agrees to take such reasonable and lawful steps as Licensor may
request to minimize the amount of tax to which the payments to Licensor are
subject.


                                       5


ARTICLE 4. DUE DILIGENCE.

        4.1 Licensee shall at its expense:

        (a) use its best efforts to promote the sale of the Licensed Products
and Monomer Licensed Products and to satisfy market demand for them;

        (b) engage in advertising and sales promotion of Licensed Products and
Monomer Licensed Products; and

        (c) maintain an active and suitably trained sales force to carry out
such efforts.

        4.2 Licensee's due diligence obligation shall be deemed satisfied
hereunder by documented expenditures of at least [*] dollars ($[*]) on sales
promotion and marketing of Licensed Products in the following amounts in the
following periods:



Sale promotion & marketing expenses         Period during which amount is expended
- --------------------------------------------------------------------------------------
                                     
        $ [*].                          From Effective Date to 1st anniversary thereof
        $ [*].                          From 1st anniversary to 2nd anniversary
        $ [*].                          From 2nd anniversary to 3rd anniversary


ARTICLE 5. QUALITY ASSURANCE.

        5.1 Licensee shall use its best efforts to make Licensed Products and
Monomer Licensed Products of the highest quality for their intended use.
Licensee shall make Licensed Products and Monomer Licensed Products with the
minimal purity standards set forth in Exhibit B.

ARTICLE 6. BOOKS AND RECORDS.

        6.1 Licensee shall keep, for at least three (3) years, records of all
sales of products in sufficient detail to permit Licensor to confirm the
accuracy of Licensee's payment calculations. Once a year at the request and the
expense of Licensor, upon at least five (5) days prior written notice, Licensee
shall permit a nationally recognized, independent, certified public accountant,
appointed by Licensor and acceptable to Licensee, access to these records during
regular


                                       6


business hours solely to the extent necessary to verify such calculations,
provided that such an accountant has entered into a confidentiality agreement
with Licensee with terms substantially similar to the confidentiality provisions
of this Agreement, limiting the use and disclosure of such information to
purposes germane to this section. Results of any such examination shall be made
available to both parties to this Agreement. If such examination reveals an
underpayment of amounts by five percent (5%) or more, Licensee shall pay all
costs of such examination. In the event such accountant concludes that
additional payments are owed, the additional payments shall be paid within
thirty (30) days of the date Licensor delivers to Licensee the accountant's
written report reflecting such conclusion. This section shall survive any
termination of this Agreement for ten (10) years.

ARTICLE 7. TERM AND TERMINATION.

        7.1 Unless otherwise terminated by operation of law or by acts of the
parties in accordance with the terms of this Agreement, this Agreement shall be
in force from the Effective Date and shall remain in effect for the life of the
last-to-expire patent licensed under this Agreement, or until the last patent
application licensed under this Agreement is abandoned.

        7.2 Any termination of this Agreement will not affect the rights and
obligations set forth in the following Articles:

               Article 3. Royalties

               Article 6. Books and Records

               Article 10. Indemnification

               Article 11. Confidentiality

               Article 12. Use of Names

        7.3 If Licensee should violate or fall to perform any material term or
covenant of this Agreement, then Licensor may give written notice of such
default ("Notice of Default") to Licensee. If Licensee should fail to repair
such default within sixty (60) days after the date of


                                       7


such Notice of Default, Licensor shall have the right to terminate this
Agreement and the licenses herein by a second written notice ("Notice of
Termination") to Licensee. If a Notice of Termination is sent to Licensee, this
Agreement shall automatically terminate on the date such notice takes effect.
Such termination shall not relieve Licensee of its obligation to pay any royalty
or license fees owing at the time of such termination and will not impair any
accrued right of Licensor. Material terms under this Agreement include, but are
not limited to, Article 2 (Grant), Article 3 (Royalties), Article 4 (Due
Diligence), Article 5 (Quality Assurance), Article 6 (Books and Records), and
Article 10 (Indemnification).

        7.4 Licensee shall have the right at any time to terminate this
Agreement by giving notice in writing to Licensor. Such Notice of Termination
shall be effective sixty (60) days after the date thereof

        7.5 Any termination pursuant to the above paragraph shall not relieve
Licensee of any obligation or liability accrued hereunder prior to such
termination or rescind anything done by Licensee or any payments made to
Licensor hereunder prior to the time such termination becomes effective, and
such termination shall not affect in any manner rights of Licensor arising under
this Agreement prior to such termination.

ARTICLE 8. REPRESENTATIONS AND WARRANTIES.

        8.1 Licensor warrants and represents to Licensee that it has the lawful
right to grant the license under this Agreement and that the Licensor has made
all filings and paid all fees and done all such other things as to maintain the
Patent Rights in good standing.

        8.2 This license and the associated inventions are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT
THE INVENTION OR LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR OTHER
PROPERTY RIGHT.


                                       8


        8.3 Nothing in this Agreement shall be construed as: (a) a warranty or
representation by Licensor as to the validity, enforceability, or scope of any
of the Patent Rights hereunder, or elsewhere; (b) a warranty or representation
that anything made, used, sold, or otherwise disposed of under any license
granted in this Agreement is or will be free from infringement of patents of
third parties: (c) an obligation to bring or prosecute actions or suits against
third parties for patent infringement, except as provided in Article 11; (d)
conferring by implication, estoppel, or otherwise, any license or rights under
any patents or patent applications of Licensor other than those of the Patent
Rights as defined herein; or (e) an obligation to furnish to Licensee any
know-how or other information relating to the Patent Rights.

ARTICLE 9. LIMITATION OF LIABILITY.

        9.1 In no event shall Licensor be liable for any incidental, special, or
consequential damages resulting from exercise of the license granted herein or
the use of any invention described in any of the Patent Rights or the use of any
Licensed Products.

ARTICLE 10. INDEMNIFICATION.

        10.1 Licensee will indemnify, hold harmless, and defend Licensor, its
officers, employees, and agents against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of exercise of
this license. This indemnification will include, but will not be limited to, any
product liability.

ARTICLE 11. CONFIDENTIALITY.

        11.1 Licensee and Licensor respectively will treat and maintain the
proprietary business, patent prosecution, software, engineering drawings,
process and technical information, and other proprietary information
("Proprietary Information") of the other party in confidence using at least the
same degree of care as that party uses to protect its own proprietary
information of a like


                                       9


nature for a period from the date of disclosure until five years after the date
of termination of this Agreement.

        11.2 All Proprietary Information will be labeled or marked confidential
or as otherwise similarly appropriate by the disclosing party, or if the
Proprietary Information is orally disclosed, it will be reduced to writing or
some other physically tangible form, marked and labeled as set forth above by
the disclosing party, and delivered to the receiving party within 30 days after
the oral disclosure as a record of the disclosure and the confidential nature
thereof. Notwithstanding the foregoing, Licensee and Licensor may use and
disclose Proprietary Information to its employees, agents, consultants,
contractors, provided that any such parties are bound by a like duty of
confidentiality.

        11.3 Nothing contained herein will in any way restrict or impair the
right of Licensee or Licensor to use, disclose. or otherwise deal with any
Proprietary Information:

        11.3a that recipient can demonstrate by written records was previously
known to it;

        11.3b that is now, or becomes in the future, public knowledge other than
through acts or omissions by recipient.

        113c that is lawfully obtained without restrictions by recipient from
sources independent of the disclosing party;

        11.3d that is required to be disclosed to a governmental entity or
agency in connection with seeking any governmental or regulatory approval, or
pursuant to the lawful requirement or request of a governmental entity or
agency; or

        11.3e that is furnished to a third party by the recipient with similar
confidentiality restrictions imposed on such third party, as evidenced in
writing.


                                       10


        11.4 Upon termination of this Agreement, Licensee and Licensor will
destroy or return to the disclosing party proprietary information received from
the other in its possession within 15 days following the effective date of
termination. Licensee and Licensor will provide each other, within 30 days
following termination, with a written notice that Proprietary Information has
been returned or destroyed. Each party may, however, retain one copy of
Proprietary Information for archival purposes in non-working files.

ARTICLE 12. USE OF NAMES.

        12.1 Neither party shall use the name or trademarks of the other party
without the prior written consent of the other party. Notwithstanding the
previous sentence, Licensee shall prominently display in catalogues, brochures,
or other advertisements or materials describing Licensed Products, Licensor's
name in association with such products in one of the following forms: "LYNX",
"Lynx", "Lynx Therapeutics", or "Lynx Therapeutics, Inc."

ARTICLE 13. NOTICES.

        13.1 Any notice or payment required to be given to either party will be
deemed to have been properly given and to be effective (a) on the date of
delivery if delivered in person or (b) five days after mailing if mailed by
first-class certified mail, postage paid, to the respective addresses given
below, or to another address as it may designate by written notice given to the
other party.

                      As to Licensor:  Lynx Therapeutics, Inc.
                                       3832 Bay Center Place
                                       Hayward, CA 94545

                                       Attn: CEO

                      As to Licensee:  JBL Scientific, Inc.


                                       11


                                       277 Granada Drive
                                       San Luis Obispo, CA 93401

                                       Attn: President

ARTICLE 14. ASSIGNABILITY.

        14.1 Neither this Agreement nor any rights or benefits hereunder shall
be assignable or transferable by Licensee without the prior written consent of
Licensor, except that Licensee may assign its rights and obligations under this
Agreement as a part of the sale or transfer of its entire business.

ARTICLE 15. GOVERNING LAWS.

        15.1 This Agreement shall be considered to have been made in the United
States and shall be interpreted in accordance with the laws of the State of
California.


                                       12


ARTICLE 16. MISCELLANEOUS.

        16.1 Headings. The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

        16.2 Entire Agreement. This Agreement embodies the entire understanding
of the parties and will supersede all previous communication, representations or
understandings, either oral or written, between the parties relating to the
subject matter hereof. No amendment or modification hereof will be valid or
binding upon the parties unless made in writing and signed on behalf of each
party.

        16.3 Severability. In case any of the provisions contained in the
Agreement are held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability will not affect any other provisions
hereof, but this Agreement will be construed as if such invalid or illegal or
unenforceable provisions had never been contained herein.

        16.4 Waiver. It is agreed that no waiver by either party hereto of an
breach or default of any of the covenants or agreements herein set forth will be
deemed a waiver as to any subsequent and/or similar breach or default.

        16.5 No Agency. Nothing herein shall be deemed to create an agency,
joint venture, or partnership relationship between Licensee and Licensor.

        16.7 Export Control Laws. Licensee will observe all applicable United
States and foreign laws with respect to the transfer of Licensed Products and
related technical data to foreign countries, including, without limitation, the
International Traffic in Arms Regulations (ITAR) and the Export Administration
Regulations.

        16.8 Patent Marking. Licensee will mark all Licensed Products made,
distributed, or sold


                                       13


under the terms of this Agreement, or their containers, in accordance with the
applicable patents marking laws. Licensee shall prominently display in
catalogues, brochures, or other advertisements or materials describing Licensed
Products, a label license statement with the following, or comparable,
restriction:

        Purchase of this product is accompanied by a license under U.S. patents
        5,599,922; 5,837,835; 5,591,607; 5,631,135; 5,726,297; 5,684,143;
        5,824,793; 5,859,233; 5,476.925; 5,646,260; 5,648,480; their foreign
        counterparts, and other pending patents, owned or exclusively licensed
        by Lynx Therapeutics, Inc., to use this product for research only. Use
        in humans or use for diagnostic purposes is not authorized.




                                       14


        In Witness Whereof, Licensee and Licensor have caused this Agreement to
be duly executed by their duly authorized representatives as of the date first
shown herein.

LYNX THERAPEUTICS, INC.                            JBL SCIENTIFIC, INC.

By:_________________________________        By:_________________________________

Title:______________________________        Title:______________________________



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       15


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                       EXHIBIT A. (TO JBL SCIENTIFIC, INC. SUBLICENSE)

                                 PATENT RIGHTS.



                                      Filing
                                       Date                    Issue
Docket No.         Subject Matter     (m-d-y)     Ser. No.     Date    Pat. No.
                                                        
[*]




                                       16


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                 EXHIBIT B. (TO JBL SCIENTIFIC, INC. SUBLICENSE)

                           MINIMUM QUALITY ASSURANCE.

I. Oligonucleotide N3'-->P5' phosphoramidates:

        Minimum purity of [*] percent ([*]%) as measured by ion exchange
        chromatograpy or capillary electrophoresis.

II. Monomers

        Minimum purity of [*] percent ([*]%) as measured by reverse phase HPLC.





                                       17


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                    EXHIBIT G

            TERMS FOR EXCLUSIVE SUBLICENSE UNDER NORTHWESTERN LICENSE

                   
Definitions:          Same as in Northwestern License

License Grant:        Exclusive worldwide sublicense of all Lynx's rights under
                      the Northwestern License, subject to the terms and
                      conditions of the Northwestern License

License Fee:          None

Royalties:            As provided in Section 4.1 of the Northwestern License,
                      payable directly to Northwestern

Patent Costs:         Reimbursement to Northwestern as provided in Section 4.10
                      of the Northwestern License

Minimum Royalty:      As provided in Section 6.2 of the Northwestern License,
                      payable directly to Northwestern

Term:                 Equal to the term of the Northwestern License

Termination:          Lynx will not terminate the Northwestern License without
                      the express prior written consent of Geron

Indemnity:            Indemnification of Northwestern as provided in Sections
                      12.1 and 12.2 of the Northwestern License

Existing              Sublicenses: Geron's rights will be subject to the
                      existing Sublicenses, and Geron will be entitled to all
                      royalties and other sublicensor rights (and responsible
                      for all sublicensor obligations) under such Sublicenses,
                      including without limitation the obligation to pay
                      Northwestern its share, if any, of royalties from such
                      Sublicenses.

Other Terms:          As negotiated by the parties, [*]





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                    EXHIBIT H

                            STOCK PURCHASE AGREEMENT

Exhibit H is herein incorporated by reference to Exhibit 10.27 of this same Form
8-K.






                                       1

EX-10.27

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                   EXHIBIT 10.27


                                    EXHIBIT H

                            STOCK PURCHASE AGREEMENT

                         COMMON STOCK PURCHASE AGREEMENT

        THIS COMMON STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and
entered into as of March 5, 2002, by and between Geron Corporation, a Delaware
corporation having its principal place of business at 230 Constitution Drive,
Menlo Park, California 94025 (the "COMPANY"), and Lynx Therapeutics, Inc., a
Delaware corporation having its principal place of business at 25861 Industrial
Boulevard, Hayward, CA 94545 (the "ACQUIRER").

        A.     The Company has agreed to issue 210,000 shares of the Company's
               common stock, par value $.001 per share (the "COMMON STOCK") to
               Acquirer pursuant to that certain Purchase Agreement between the
               Company and Acquirer dated as of March 5, 2002 (the "PURCHASE
               AGREEMENT").

        B.     The Acquirer and the Company desire to specify the terms and
               conditions of the Company's issuance of such common stock.

               THE PARTIES AGREE AS FOLLOWS:

1.      ISSUANCE OF SHARES; PURCHASE PRICE. The Acquirer hereby acquires and the
        Company hereby issues to Acquirer 210,000 shares (the "SHARES") of
        Common Stock in consideration of the license granted pursuant to that
        certain License Agreement between the Company and the Acquirer dated as
        of March 5, 2002.

2.      CLOSING; DELIVERY. The consummation of the transaction contemplated by
        this Agreement (the "CLOSING") shall be held on the date hereof
        ("CLOSING DATE"). The Closing shall be held at the offices of the
        Company or at such other time or place as Acquirer and the Company may
        mutually agree. At the Closing, the Company shall deliver to the
        Acquirer a stock certificate, in the name of the Acquirer, representing
        the Shares against delivery of the Patent Assignment (as defined in the
        Purchase Agreement).

3.      CLOSING CONDITIONS.

        3.1    The Company's respective obligations to issue and deliver the
               stock certificate representing the Shares to the Acquirer shall
               be subject to the following condition, which may be waived by the
               Company:

               3.1.1  the execution of the Purchase Agreement; and



               3.1.2  the accuracy of the representations and warranties made by
                      the Acquirer shall be true and correct in all material
                      respects as of the Closing Date.

        3.2    The Acquirer's obligation to accept delivery of the stock
               certificate representing the Shares shall be subject to the
               following conditions, any one or more of which may be waived the
               Acquirer:

               3.2.1  the execution of the Purchase Agreement;

               3.2.2  the covenants and obligations that the Company is required
                      to perform or to comply with pursuant to this Agreement,
                      at or prior to the Closing, must have been duly performed
                      and complied with in all material respects;

               3.2.3  the Company shall have available under its Certificate of
                      Incorporation sufficient authorized shares of capital
                      stock to issue and sell the Shares to Acquirer; and

               3.2.4  the accuracy of the representations and warranties made by
                      the Company shall be true and correct in all material
                      respects as of the Closing Date.

4.      RESTRICTIONS ON RESALE OF SHARES.

        4.1    Legends. The Acquirer understands and acknowledges that the
               Shares are not registered under the Securities Act of 1933 (the
               "Act") and that under the Act and other applicable laws the
               Acquirer may be required to hold such Shares for an indefinite
               period of time. Each stock certificate representing Shares shall
               bear the following legends:

               "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER
               OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION
               STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN
               THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH
               REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE
               ACT.

               THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE
               COMMON STOCK PURCHASE AGREEMENT, DATED MARCH 5, 2002. A COPY OF
               THE AGREEMENT CAN BE OBTAINED FROM THE SECRETARY OF THE COMPANY."

5.      REGISTRATION RIGHTS

        5.1    The Company agrees to prepare and file with the Securities and
               Exchange Commission ("Commission"), on or before March 8, 2002, a
               registration statement under the Act (the "Registration
               Statement"), on Form S-3 or other appropriate form, so as to
               permit a non-underwritten public offering and resale of



               the Shares under the Act by the Acquirer. The Company agrees to
               diligently pursue making that registration statement effective as
               soon as practicable following the execution of this Agreement.
               The Company will notify the Acquirer of the effectiveness of the
               Registration Statement within one business day of receiving
               notice from the Commission.

        5.2    The Company will prepare and file with the Commission such
               amendments and supplements to the Registration Statement and the
               prospectus as may be necessary to keep the Registration Statement
               or post-effective amendment filed under this Section 5 effective
               under the Act until the earlier of (i) the date that none of the
               Shares covered by such Registration Statement are outstanding,
               (ii) the date that all of the Shares have been sold pursuant to
               such Registration Statement, (iii) the date the Acquirer receives
               an opinion of counsel to the Company, which counsel shall be
               reasonably acceptable to the Acquirer, that the Shares may be
               sold under the provisions of Rule 144 without limitation as to
               volume, (iv) the date that all Shares have been otherwise
               transferred to persons who may trade such shares without
               restriction under the Act, and the Company has delivered a new
               certificate or other evidence of ownership for such securities
               not bearing a restrictive legend, or (v) the date all Shares may
               be sold at any time, without volume or manner of sale limitations
               pursuant to Rule 144(k) or any similar provision then in effect
               under the Act in the opinion of counsel to the Company, which
               counsel shall be reasonably acceptable to the Acquirer (the
               "Effectiveness Period").

        5.3    The Company shall furnish to the Acquirer with respect to the
               Shares registered under the Registration Statement such
               reasonable number of copies of the Registration Statement,
               prospectuses and preliminary prospectuses in conformity with the
               requirements of the Act and such other documents as the Acquirer
               may reasonably request, in order to facilitate the public sale or
               other disposition of all or any of the Shares by the Acquirer,
               provided, however, that the obligation of the Company to deliver
               copies of prospectuses or preliminary prospectuses to the
               Acquirer shall be subject to the receipt by the Company of
               reasonable assurances from the Acquirer that the Acquirer will
               comply with the applicable provisions of the Act and of such
               other securities or blue sky laws as may be applicable in
               connection with any use of such prospectuses or preliminary
               prospectuses.

        5.4    All fees, disbursements and out-of-pocket expenses and costs
               incurred by the Company in connection with the preparation and
               filing of the Registration Statement and any post-effective
               amendments thereto under this Section 5 and in complying with
               applicable securities and Blue Sky laws (including, without
               limitation, all attorneys' fees of the Company) shall be borne by
               the Company. The Acquirer shall bear the cost of underwriting
               and/or brokerage discounts, fees and commissions, if any,
               applicable to the Shares being registered and the fees and
               expenses of their counsel. The Company at its expense will supply
               the Acquirer with copies of the applicable Registration Statement
               and the prospectus included therein and other related documents
               in such quantities as may be reasonably requested by the
               Acquirer.



        5.5    The Company will advise the Acquirer, promptly after it shall
               receive notice or obtain knowledge of the issuance of any stop
               order by the Commission delaying or suspending the effectiveness
               of the Registration Statement or of the initiation of any
               proceeding for that purpose, that the Company will use its
               commercially reasonable efforts to prevent the issuance of any
               stop order or to obtain its withdrawal at the earliest possible
               moment if such stop order should be issued.

        5.6    With a view to making available to the Acquirer the benefits of
               Rule 144 (or its successor rule) and any other rule or regulation
               of the Commission that may at any time permit the Acquirer to
               sell the Securities to the public without registration, the
               Company covenants and agrees to: (i) make and keep public
               information available, as those terms are understood and defined
               in Rule 144, until the earlier of (A) such date as all of the
               Shares may be resold pursuant to Rule 144(k) or any other rule of
               similar effect or (B) such date as all of the Shares shall have
               been resold; and (ii) file with the Commission in a timely manner
               all reports and other documents required of the Company under the
               Act and under the Exchange Act of 1934, as amended.

        5.7    The Acquirer will cooperate with the Company in all respects in
               connection with this Agreement, including timely supplying all
               information reasonably requested by the Company (which shall
               include all information regarding the Acquirer and proposed
               manner of sale of the Shares required to be disclosed in any
               Registration Statement) and executing and returning all documents
               reasonably requested in connection with the registration and sale
               of the Shares and entering into and performing their obligations
               under any underwriting agreement, if the offering is an
               underwritten offering, in usual and customary form, with the
               managing underwriter or underwriters of such underwritten
               offering. Nothing in this Agreement shall obligate the Acquirer
               to consent to be named as an underwriter in any Registration
               Statement.

        5.8    If the Registration Statement has not been declared effective by
               the Commission on or before [*] (the "Option Date"), then the
               Acquirer shall have the option to return for cancellation (the
               "Cancellation Option") all of the Shares to the Company. As
               consideration for the return of the Shares to the Company for
               cancellation, the Company shall pay to Acquirer an amount equal
               to [*] Dollars ($[*]), payable in immediately available funds.
               The Acquirer shall not be required to make any representations or
               warranties with respect to the Shares, except with respect to its
               ownership of the Shares. At anytime following the Option Date,
               the Acquirer may exercise the Cancellation Option by delivering
               written notice to the Company that states that it has elected to
               exercise the Cancellation Option (the "Cancellation Option
               Exercise Notice"). If the Cancellation Option Notice is not
               received by the Company within thirty (30) days following the
               Option Date, then the Cancellation Option shall expire and be of
               no further force or effect. This Cancellation Option shall not be
               enforceable by any transferee of the Shares held by the Acquirer.



6.      INDEMNIFICATION.

For the purpose of this Section 6:

the term "Registration Statement" shall include any final prospectus, exhibit,
supplement or amendment included in or relating to the Registration Statement
referred to in Section 5.1; and the term "untrue statement" shall include any
untrue statement or alleged untrue statement, or any omission or alleged
omission to state in the Registration Statement a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

        6.1    The Company agrees to indemnify and hold harmless the Acquirer
               from and against any losses, claims, damages or liabilities to
               which the Acquirer may become subject (under the Act or
               otherwise) insofar as such losses, claims, damages or liabilities
               (or actions or proceedings in respect thereof) arise out of, or
               are based upon (i) any untrue statement of a material fact
               contained in the Registration Statement, (ii) any omission of a
               material fact required to be stated in the Registration Statement
               or necessary in order to make the statements in the Registration
               Statement not misleading or (iii) any failure by the Company to
               fulfill any undertaking included in the Registration Statement,
               and the Company will reimburse the Acquirer for any reasonable
               legal or other expenses reasonably incurred in investigating,
               defending or preparing to defend any such action, proceeding or
               claim, provided, however, that the Company shall not be liable in
               any such case to the extent that such loss, claim, damage or
               liability arises out of, or is based upon, an untrue statement
               made in such Registration Statement in reliance upon and in
               conformity with written information furnished to the Company by
               or on behalf of the Acquirer specifically for use in preparation
               of the Registration Statement or the failure of the Acquirer to
               comply with its covenants and agreements contained in Sections
               8.1 or 8.5.2 hereof or any misstatement or omission in any
               prospectus that is corrected in any subsequent prospectus that
               was delivered to the Acquirer prior to the pertinent sale or
               sales by the Acquirer.

        6.2    The Acquirer agrees to indemnify and hold harmless the Company
               (and each person, if any, who controls the Company within the
               meaning of Section 15 of the Act, each officer of the Company who
               signs the Registration Statement and each director of the
               Company) from and against any losses, claims, damages or
               liabilities to which the Company (or any such officer, director
               or controlling person) may become subject (under the Act or
               otherwise), insofar as such losses, claims, damages or
               liabilities (or actions or proceedings in respect thereof) arise
               out of, or are based upon, (i) any failure to comply with the
               covenants and agreements contained in Sections 8.1 or 8.5.2
               hereof or (ii) any untrue statement of a material fact contained
               in the Registration Statement or any omission of a material fact
               required to be stated in the Registration Statement or necessary
               in order to make the statements in the Registration Statement not
               misleading if such untrue statement or omission was made in
               reliance upon and in conformity with written information
               furnished to the Company by or on behalf of the Acquirer
               specifically for use in preparation of the Registration
               Statement, and the Acquirer



               will reimburse the Company (or such officer, director or
               controlling person), as the case may be, for any legal or other
               expenses reasonably incurred in investigating, defending or
               preparing to defend any such action, proceeding or claim;
               provided, however, that the Acquirer shall not be liable in any
               such case for (A) any untrue statement or omission in the
               Registration Statement, prospectus, or other such document which
               statement is corrected by the Acquirer and delivered to the
               Company prior to the sale from which such loss occurred, (B) any
               untrue statement or omission in any prospectus which is corrected
               by the Acquirer in any subsequent prospectus, or supplement or
               amendment thereto, and delivered to the Company prior to the sale
               or sales from which a loss or liability arose, or (C) any failure
               by the Company to fulfill any of its obligations under Section
               6.1 hereof.

        6.3    Promptly after receipt by any indemnified person of a notice of a
               claim or the beginning of any action in respect of which
               indemnity is to be sought against an indemnifying person pursuant
               to this Section 6, such indemnified person shall notify the
               indemnifying person in writing of such claim or of the
               commencement of such action, but the omission to so notify the
               indemnifying party will not relieve it from any liability which
               it may have to any indemnified party under this Section 6 (except
               to the extent that such omission materially and adversely affects
               the indemnifying party's ability to defend such action) or from
               any liability otherwise than under this Section 6. Subject to the
               provisions hereinafter stated, in case any such action shall be
               brought against an indemnified person, the indemnifying person
               shall be entitled to participate therein, and, to the extent that
               it shall elect by written notice delivered to the indemnified
               party promptly after receiving the aforesaid notice from such
               indemnified party, shall be entitled to assume the defense
               thereof, with counsel reasonably satisfactory to such indemnified
               person. After notice from the indemnifying person to such
               indemnified person of its election to assume the defense thereof,
               such indemnifying person shall not be liable to such indemnified
               person for any legal expenses subsequently incurred by such
               indemnified person in connection with the defense thereof,
               provided, however, that if there exists or shall exist a conflict
               of interest that would make it inappropriate, in the reasonable
               opinion of counsel to the indemnified person, for the same
               counsel to represent both the indemnified person and such
               indemnifying person or any affiliate or associate thereof, the
               indemnified person shall be entitled to retain its own counsel at
               the expense of such indemnifying person; provided, however, that
               no indemnifying person shall be responsible for the fees and
               expenses of more than one separate counsel (together with
               appropriate local counsel) for all indemnified parties. In no
               event shall any indemnifying person be liable in respect of any
               amounts paid in settlement of any action unless the indemnifying
               person shall have approved the terms of such settlement. No
               indemnifying person shall, without the prior written consent of
               the indemnified person, effect any settlement of any pending or
               threatened proceeding in respect of which any indemnified person
               is or could have been a party and indemnification could have been
               sought hereunder by such indemnified person, unless such
               settlement includes an unconditional release of such indemnified
               person from all liability on claims that are the subject matter
               of such proceeding.



7.      REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE COMPANY.

        The Company hereby represents, warrants and covenants to the Acquirer as
follows:

        7.1    Organization, Good Standing and Qualification. The Company is a
               corporation duly organized, validly existing and in good standing
               under the laws of the State of Delaware and has all requisite
               corporate power and authority to carry on its business as now
               conducted and as presently proposed to be conducted. The Company
               is duly qualified to transact business and is in good standing as
               a foreign corporation in each jurisdiction in which the failure
               to so qualify would have a material adverse effect on its
               business or properties.

        7.2    Authorization. All corporate action on the part of Company, its
               officers, directors and stockholders necessary for the
               authorization, execution and delivery of this Agreement, the
               performance of all obligations of Company hereunder and the
               authorization, issuance and delivery of the Shares has been taken
               or will be taken prior to the Closing, and this Agreement, when
               executed and delivered will constitute valid and legally binding
               obligations of the Company, enforceable against the Company in
               accordance with their terms, except as limited by applicable
               bankruptcy, insolvency, reorganization, moratorium, fraudulent
               conveyance and other laws of general application affecting
               enforcement of creditors' rights generally, as limited by laws
               relating to the availability of specific performance, injunctive
               relief or other equitable remedies.

        7.3    Valid Issuance of Common Stock. The Shares that are being
               purchased by Acquirer hereunder, when issued, sold and delivered
               in accordance with the terms hereof for the consideration
               expressed herein, will be duly and validly authorized and issued,
               fully paid and nonassessable and free of restrictions on transfer
               other than restrictions on transfer under this Agreement and
               applicable state and federal securities laws.

        7.4    Legal Proceedings and Orders. There is no action, suit,
               proceeding or investigation pending or threatened against the
               Company that questions the validity of this Agreement or the
               right of the Company to enter into this Agreement or to
               consummate the transactions contemplated hereby, nor is the
               Company aware of any basis for any of the forgoing. The Company
               is neither a party nor subject to the provisions of any order,
               writ, injunction, judgment or decree of any court or government
               agency or instrumentality that would affect the ability of the
               Company to enter into this Agreement or to consummate the
               transactions contemplated hereby.

8.      REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE ACQUIRER.

        The Acquirer hereby represents, warrants, acknowledges and agrees that:

        8.1    Investment. The Acquirer is acquiring the Shares for the
               Acquirer's own account, and not directly or indirectly for the
               account of any other person. The Acquirer is acquiring the Shares
               for investment and not with a view to distribution or resale



               thereof except in compliance with the Act and any applicable
               state law regulating securities.

        8.2    Access to Information. Acquirer has consulted with its own
               attorney, accountant, or investment advisor as the Acquirer has
               deemed advisable with respect to the investment and has
               determined its suitability for Acquirer. The Acquirer has had the
               opportunity to ask questions of, and to receive answers from,
               appropriate executive officers of the Company with respect to the
               terms and conditions of the transactions contemplated hereby and
               with respect to the business, affairs, financial condition and
               results of operations of the Company. The Acquirer has had access
               to such financial and other information as is necessary in order
               for the Acquirer to make a fully informed decision as to
               investment in the Company, and has had the opportunity to obtain
               any additional information necessary to verify any of such
               information to which the Acquirer has had access. Acquirer
               acknowledges that neither the Company nor any of its officers,
               directors, employees, agents, representatives, or advisors have
               made any representation or warranty.

        8.3    Business and Financial Expertise. The Acquirer further represents
               and warrants that it has such business or financial expertise as
               to be able to evaluate its investment in the Company and purchase
               of the Shares.

        8.4    Speculative Investment. The Acquirer acknowledges that the
               investment in the Company represented by the Shares is highly
               speculative in nature and is subject to a high degree of risk of
               loss in whole or in part; the amount of such investment is within
               the Acquirer's risk capital means and is not so great in relation
               to the Acquirer's total financial resources as would jeopardize
               the personal financial needs of the Acquirer in the event such
               investment were lost in whole or in part.

        8.5    Unregistered Securities.  Acquirer acknowledges that:

               8.5.1  The Acquirer must bear the economic risk of investment for
                      an indefinite period of time because the Shares have not
                      been registered under the Act and therefore cannot and
                      will not be sold unless they are subsequently registered
                      under the Act or an exemption from such registration is
                      available. The Company has made no agreements, covenants
                      or undertakings whatsoever to register any of the Shares
                      under the Act, except as provided in Section 5 above. The
                      Company has made no representations, warranties or
                      covenants whatsoever as to whether any exemption from the
                      Act, including, without limitation, any exemption for
                      limited sales in routine brokers' transactions pursuant to
                      Rule 144 under the Act, will become available and any such
                      exemption pursuant to Rule 144, if available at all, will
                      not be available unless: (i) a public trading market then
                      exists in the Company's common stock, (ii) the Company has
                      complied with the information requirements of Rule 144,
                      and (iii) all other terms and conditions of Rule 144 have
                      been satisfied.



               8.5.2  Transfer of the Shares has not been registered or
                      qualified under any applicable state law regulating
                      securities and, therefore, the Shares cannot and will not
                      be sold unless they are subsequently registered or
                      qualified under any such act or an exemption therefrom is
                      available. The Company has made no agreements, covenants
                      or undertakings whatsoever to register or qualify any of
                      the Shares under any such act, except as provided in
                      Section 5 above. The Company has made no representations,
                      warranties or covenants whatsoever as to whether any
                      exemption from any such act will become available.

               8.5.3  The Acquirer hereby certifies that it is an "accredited
                      investor" as that term is defined in Rule 501 under the
                      Act.

9.      TAX ADVICE. The Acquirer acknowledges that the Acquirer has not relied
        and will not rely upon the Company or the Company's counsel with respect
        to any tax consequences related to the ownership, purchase, or
        disposition of the shares. The Acquirer assumes full responsibility for
        all such consequences and for the preparation and filing of all tax
        returns and elections which may or must be filed in connection with such
        shares.

10.     NOTICES. Any notice or other communication required or permitted
        hereunder shall be in writing and shall be deemed to have been duly
        given on the date of service if served personally or five days, not
        including Saturdays, Sundays, or national holidays, after mailing if
        mailed by first class United States mail, certified or registered with
        return receipt requested, postage prepaid, and addressed as follows:

                To the Company at:  Geron Corporation
                                    230 Constitution Drive
                                    Menlo Park, California 94025
                                    Attention: Chief Financial Officer
                                    Telephone: (650) 473-7700
                                    Facsimile: (650) 473-7750

               To the Acquirer at:  Lynx Therapeutics, Inc.
                                    25861 Industrial Boulevard
                                    Hayward, CA 94545
                                    Attention: Chief Financial Officer
                                    Telephone: (510) 670-9300
                                    Facsimile: (510) 670-9303

11.     BINDING EFFECT. This Agreement shall be binding upon the heirs, legal
        representatives and successors of the Company and of the Acquirer;
        provided, however, that the Acquirer may not assign any rights or
        obligations under this Agreement. The Company's rights under this
        Agreement shall be freely assignable.



12.     GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the laws of the State of California.

13.     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
        parties pertaining to the Shares and supersedes all prior and
        contemporaneous agreements, representations, and understandings of the
        parties.

        IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
Purchase Agreement as of the date first above written.


                                   GERON CORPORATION

                                      /s/ David L. Greenwood
                                   --------------------------------------------
                                   By: David L. Greenwood
                                   Title: Chief Financial Officer and Senior
                                          Vice President, Corporate Development

                                   LYNX THERAPEUTICS, INC.


                                   /s/ Norman J. W. Russell
                                   --------------------------------------------
                                   By: Norman J. W. Russell
                                   Title: President and Chief Executive Officer



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

EX-99.1

                                                                    EXHIBIT 99.1



LYNX SELLS AMIDATE OLIGONUCLEOTIDE PATENT ESTATE TO GERON

Hayward, CA

March 6, 2002

Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today that it has sold its
intellectual property rights under the N3'-P5' phosphoramidate patent estate to
Geron Corporation. Lynx will receive approximately $2.5 million in a combination
of cash and stock from Geron for the direct sale of the Lynx patent estate.

The agreement with Geron covers the sale of a family of important patents
covering process and compositional matter claims related to oligonucleotides
containing phosphoramidate backbone linkages. N3'-P5' phosphoramidate
oligonucleotides are an important class of compounds being investigated for
their use as therapeutic and diagnostic agents, as well as in other commercial
applications. N3'-P5' phosphoramidate oligonucleotides have potential in a broad
range of applications, including antisense and antigene therapeutic drug
discovery and target validation. "Lynx is focused on expanding the commercial
applications of its genomics and proteomics technologies," said Norrie Russell,
Ph.D., President and Chief Executive Officer of Lynx. "We believe that this was
an excellent opportunity to realize value from the amidate patent portfolio
developed earlier in our history."

Lynx is a leader in the development and application of novel technologies for
the discovery of gene expression patterns and genomic variations important to
the pharmaceutical, biotechnology and agricultural industries. These
technologies are based on the Megaclone(TM) technology, Lynx's unique and
proprietary cloning procedure, which transforms a sample containing millions of
DNA molecules into one made up of millions of micro-beads, each of which carries
approximately 100,000 copies of one of the DNA molecules in the sample.
Megaclone(TM) technology is the foundation for Lynx's analytical applications,
including: Massively Parallel Signature Sequencing, or MPSS(TM), technology,
which provides gene sequence information and high-resolution gene expression
data; Megasort(TM) technology, which provides differentially expressed gene
sets; and Megatype(TM) technology, which provides single nucleotide
polymorphism, or SNP, disease- or trait-association information. Lynx is also
developing a proteomics technology, Protein ProFiler(TM), which is expected to
provide high-resolution analysis of complex mixtures of proteins from cells or
tissues. For more information, visit Lynx's web site at www.lynxgen.com.

This press release contains "forward-looking" statements, including statements
related to the expansion of the Company's commercial applications of its
technologies. Any statements contained in this press release that are not
statements of historical fact may be deemed to be forward-looking statements.
Words such as "believes," "anticipates," "plans," "predicts," "expects,"
"estimates," "intends," "will," "continue," "may," "potential," "should,"
"confident" and similar expressions are intended to identify forward-looking
statements. There are a number



of important factors that could cause the results of Lynx to differ materially
from those indicated by these forward-looking statements, including, among
others, risks detailed from time to time in the Company's SEC reports, including
its Annual Report on Form 10-K for the year ended December 31, 2000 and its most
recent Quarterly Report on Form 10-Q. Lynx does not undertake any obligation to
update forward-looking statements.

                                       ###