Sample Business Contracts


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

Collaboration Forms


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

         This  Collaboration and License  Agreement  (Agreement) is entered into
and  effective this  30th  day  of  June, 1996  by and  among SmithKline Beecham
Corporation,  a  corporation  organized  under the laws of the  Commonwealth  of
Pennsylvania,  having a place of business at One Franklin  Plaza,  Philadelphia,
Pennsylvania 19101, U.S.A. ("SB corp"), SmithKline Beecham p.l.c., a corporation
organized under the laws of England and having a place of business at Great West
Road,  Brentford,  Middlesex,  England ("SB plc") (individually and collectively
"SB"), Human Genome Sciences,  Inc. located at 9410 Key West Avenue,  Rockville,
Maryland 20850 ("HGS") and Synthelabo,  located at 22, avenue Galilee,  92352 Le
Plessis-Robinson Cedex France ("Synthelabo").

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

I.       Definitions

1.1  "Affiliate" shall mean any corporation,  firm, partnership or other entity,
     whether de jure or de facto, which directly or indirectly owns, is owned by
     or is under common  ownership  with a party to this Agreement to the extent
     of at least fifty  percent  (50%) of the equity (or such lesser  percentage
     which is the  maximum  allowed  to be owned by a foreign  corporation  in a
     particular  jurisdiction  provided a party controls  directly or indirectly
     such foreign  entity)  having the power to vote on or direct the affairs of
     the entity and any person, firm,  partnership,  corporation or other entity
     actually controlled by, controlling or under common control with a party to
     this Agreement. For purposes of this Agreement, L'Oreal and Nestle are
     not Affiliates of Synthelabo.
1.2  "Alliance  Committee"  shall  mean a  committee  consisting  of  three  (3)
     scientists appointed by Synthelabo and three (3) scientists appointed by


<PAGE>


     SB and co-chaired by one (1) of the SB appointees and co-chaired by one (1)
     of the Synthelabo appointees.
1.3  "Antibody  Product"  shall mean an antibody  (monoclonal  or polyclonal) or
     fragments  or  constructs  thereof  which  is  potentially  useful  for the
     treatment or prevention of a disease or disorder in humans.
1.4  "Antisense"  shall mean  inhibiting or  preventing in vivo  expression in a
     human or animal of a gene product by use of an  oligonucleotide or modified
     oligonucleotide  which  binds  to  RNA  or DNA  to  prevent  and/or  impair
     expression of the gene product.
1.5  "Blocking Claim" shall mean a claim under any patent application or granted
     patent anywhere in the world which generically but not specifically  claims
     (i) any and all compounds  (and/or the use thereof)  which interact with or
     prevent  interaction with a specified Target which is a Product and/or (ii)
     any  and all  antibodies  (and/or  the  use  thereof)  against  a  specific
     Therapeutic  Protein  which is a Product or Target which is a Product.  The
     following are examples of "blocking claims": (1) a compound which interacts
     with receptor X; (2) a compound  which  prevents  binding to receptor X and
     its ligand, (3) a process for activating receptor X, comprising  contacting
     receptor X with a compound  which binds thereto and activates the receptor;
     (4) a process for preventing activation of receptor X comprising contacting
     receptor X with a compound which prevents  binding  between  receptor X and
     its ligand.
1.6  "Bioinformatics"  shall mean computer software and know-how useful for
     the analysis, comparison, and curation of human nucleic acid sequences; and
     information  related to such sequences;  and software for the  construction
     and  maintenance  of databases for the  compilation  of such  sequences and
     their associated information;  each developed from May 19, 1993 through the
     end of the Initial Research Term. Bioinformatics shall include software for
     the prediction of the three-dimensional  structure of proteins from primary
     sequence  information  but  Bioinformatics  shall not include  software for
     rational  drug  design  based  on  such  three-dimensional  structure.
1.7  "Collaboration  Agreement" shall mean the  Collaboration  Agreement entered
     into between SB and HGS  effective as of May 19,  1993,  as amended  and/or
     superceded from time to time.
1.8  "Collaboration  Partner Agreement" shall mean an agreement between or among
     SB and/or HGS and (1) Merck  substantially  in accordance with a memorandum
     of intent dated April 12, 1996; (2) SP  substantially  in accordance with a
     memorandum  of intent dated April 21,  1996;  (3) Takeda  substantially  in
     accordance  with the SB/Takeda  Collaboration  and License  Agreement dated
     June 5, 1995; and (4) a Collaboration  Partner,  in addition to (1) and (2)
     or  substituted  for (1) or (2),  wherein  such  Collaboration  Partner  is
     granted  substantially the same licenses and

                                       2

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

     rights  as  granted  by SB  and/or  HGS  pursuant  to any one or all of the
     foregoing agreements or this Agreement.
1.9  "Collaboration  Partner"  shall mean those  entities which are set forth in
     Appendix A, or substituted for an entity in Appendix A and any entity added
     to  Appendix  A or  substituted  for an entity in  Appendix  A which in the
     aggregate  shall be no more than four (4) entities as provided in Paragraph
     2.18.
1.10 "Collaboration  Partner Patent" shall mean  individually and collectively a
     Collaboration  Partner Target Patent and Collaboration  Partner Therapeutic
     Protein  Patent.  Included within the definition of  Collaboration  Partner
     Patents are all continuations, continuations-in-part, divisions, patents of
     addition,    reissues,    renewals   or   extensions    thereof   and   all
     supplementary-like patent certificates.
1.11 "Collaboration  Partner  Target  Patent"  shall mean all  patents or patent
     applications  which are filed prior to the end of the Initial Research Term
     under a  Collaboration  Partner  Agreement,  which are or become owned by a
     Collaboration  Partner,  to the extent that they claim a Target  which is a
     Product or  include a Blocking  Claim and as to which SB and/or HGS has the
     right to grant a license to Synthelabo.  Included  within the definition of
     Collaboration    Partner    Target    Patents   are   all    continuations,
     continuations-in-part,  divisions,  patents of addition, reissues, renewals
     or extensions thereof and all SPCs.
1.12 "Collaboration  Partner  Therapeutic Protein Patent" shall mean all patents
     or patent  applications  which are  filed  prior to the end of the  Initial
     Research Term under a Collaboration Partner Agreement,  which are or become
     owned  by a  Collaboration  Partner,  to  the  extent  that  they  claim  a
     Therapeutic Protein which is a Product or use or manufacture thereof and as
     to which SB  and/or  HGS has the right to grant a  license  to  Synthelabo.
     Included within the definition of Collaboration Partner Therapeutic Protein
     Patents are all continuations, continuations-in-part, divisions, patents of
     addition, reissues, renewals or extensions thereof and all SPCs.
1.13 [***]
1.14 "Diagnostics" shall mean any product,  process,  substance,  composition or
     service intended to predict,  detect or identify a disease or determine the
     presence of a pathologic condition in a human.
1.15 "Discovered"  shall  mean  the  earlier  of  (a)  the  filing  date  of  an
     application  for a patent  filed in any  country by  Synthelabo  under this
     Agreement,  by  HGS  or  SB  under  the  Collaboration  Agreement,  or by a
     Collaboration  Partner under a Collaboration Partner Agreement


                                       3
<PAGE>


     containing a specific  disclosure of a Product;  or (b) identification of a
     Synthelabo Product by Synthelabo.
1.16 "Drug  Product"  shall mean a product other than a  Therapeutic  Protein or
     Antibody  Product  which  is  potentially   useful  for  the  treatment  or
     prevention of a disease or disorder in humans.
1.17 "Effective Date" shall mean the date first written above.
1.18 "Gene" shall mean a human gene or a portion  thereof or cDNA  corresponding
     thereto.
1.19 "Gene  Therapy"  shall  mean  treatment  or  prevention  of a  disease,  or
     remedying a gene deficiency of humans or animals by genetic modification of
     human somatic  cells or animal  somatic or germ cells (in vivo, in vitro or
     ex vivo)  with DNA  (RNA)  for the  purpose  of  expressing  a  protein  or
     oligo(poly)nucleotide encoded by said DNA (RNA) in a human or animal.
1.20 "HGS  Field"  shall  mean:  (i) Gene  Therapy,  (ii)  Antisense  and  (iii)
     biotransformation of a chemical to prepare  pharmaceutically  active agents
     for human or animal use, or intermediates therefor,  which active agents or
     intermediates therefor were discovered prior to May 19, 1993.
1.21 "HGS Technology"  shall mean the following  technology,  whether  patented,
     patentable or not: (a) sequence  data with respect to Genes and  expression
     products  thereof  and  Bioinformatics   relating  thereto,  in  each  case
     developed  by or for  HGS  prior  to and  through  the  end of the  Initial
     Research  Term,  (b)  information  on  biological  function of  Therapeutic
     Proteins  developed  by HGS prior to the  Initial  Research  Term,  (c) HGS
     clones containing  sequences in (a), (d) information on biological function
     of  Targets  developed  by or for HGS prior to and  through  the end of the
     Initial  Research  Term,  and (e)  biological  information  on  Therapeutic
     Proteins for use as Targets  developed  by HGS during the Initial  Research
     Term and after  such  Therapeutic  Protein  has been  claimed  pursuant  to
     Section  8.   Bioinformatics   in   subparagraph   (a)  shall  not  include
     Bioinformatics  licensed by HGS from a Third Party except where HGS has the
     royalty-free  right to license such  Bioinformatics  to Synthelabo or where
     HGS  has  a  royalty-bearing   right  to  license  such  Bioinformatics  to
     Synthelabo  and Synthelabo  agrees to pay all applicable  royalties for its
     use of such license.
1.22 "HGS  Patents"  shall mean (i) all patents and patent  applications  to the
     extent that they claim HGS Technology  and (ii) Blocking  Claims of patents
     and patent  applications  filed  prior to the end of the  Initial  Research
     Term,  in each  case,  which  are or  become  owned by HGS or to which  HGS
     otherwise  has,  now or in the  future,  the  right to grant  licenses,  or
     sublicenses.  Included  within  the  definition  of  HGS  Patents  are  all
     continuations,  continuations-in-part,   divisions,  patents  of  addition,
     reissues,  renewals or extensions  thereof and all SPCs.  HGS Patents shall


                                       4
<PAGE>


     include HGS' interest in patents and patent  applications to which HGS is a
     joint owner pursuant to Paragraph 15.1.
1.23 "Initial Research Term" shall mean the term beginning on the Effective Date
     and ending,  unless this Agreement is earlier  terminated,  five years from
     the Effective Date.
1.24 "Licensed  Technology"  shall  mean  individually  and  collectively,   HGS
     Technology and SB Technology and information  received from a Collaboration
     Partner pursuant to Paragraph 14.5.
1.25 "Licensed  Patents" shall mean individually and  collectively,  HGS Patents
     and SB Patents.
1.26 "Major  Country"  shall mean the United  States,  Canada,  Germany,  United
     Kingdom,  France, Italy, Spain, or Japan.
1.27 "Management  Committee"  shall  mean a  committee  consisting  of three (3)
     members  appointed by Synthelabo and three (3) members  appointed by SB and
     co-chaired by one (1) of the SB appointees and co-chaired by one (1) of the
     Synthelabo appointees.
1.28 "Merck"  shall mean Merck KGaA,  Frankfurter  Str.  250,  64271  Darmstadt,
     Germany and its Affiliates.
1.29 "Net Sales" shall mean gross  receipts from sales of Synthelabo  Product by
     Synthelabo or SB or, except as provided below, their respective Affiliates,
     licensees,  distributors  trading on  Synthelabo's or SB's account or joint
     ventures,  less  deductions  for  (i)  transportation  charges,   including
     transportation  insurance to the extent separately invoiced; (ii) sales and
     excise  taxes and duties  paid or allowed by a selling  party and any other
     governmental charges imposed upon the production,  importation, use or sale
     of such  product;  (iii)  normal and  customary  trade,  quantity  and cash
     discounts  allowed and rebates  including but not limited to  Medicaid-like
     rebates;  and (iv)  allowances  or  credits  to  customers  on  account  of
     rejection  or return of such  product or on account  of  retroactive  price
     reductions  affecting such product.  Sales between or among a party to this
     Agreement and its respective Affiliates, licensees, distributors trading on
     Synthelabo's or SB's account or joint ventures shall be included within Net
     Sales only if such  purchaser  is an  end-user of the  Synthelabo  Product.
     Otherwise,  Net Sales  shall only  include the  subsequent,  final sales to
     Third Parties.
1.30 "Product(s)"  shall mean any product,  process,  substance,  composition or
     service which in whole or in part (i)  incorporates  or is based on or uses
     or is derived by use of Licensed  Technology and/or  Synthelabo  Technology
     and/or  (ii) is covered by a Licensed  Patent  and/or a  Synthelabo  Patent
     and/or (iii) is based on or is derived by use of a Target received  through
     SB from a  Collaboration  Partner  under  this  Agreement;  and/or  (iv) is
     covered by a Collaboration  Partner Patent as to which  Synthelabo  obtains
     rights from a Collaboration Partner under this Agreement.  An incidental or
     immaterial use of Licensed Technology,


                                       5


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

     such  Target  and/or  Synthelabo  Technology  shall  not  cause a  product,
     process, substance, composition or service to become a Product.
1.31 "Research Antibody Plan" shall mean a plan for discovering and developing a
     Synthelabo Antibody Product.
1.32 "Research  Drug  Plan"  shall  mean a plan for  screening  or other  use of
     Targets to discover a Synthelabo Drug Product.
1.33 "Research Plan" shall mean individually and collectively a Research Protein
     Plan, a Research  Antibody Plan or a Research Drug Plan. An example of each
     such plan forms Appendix C.
1.34 "Research  Protein  Plan" means a plan for  research and  development  of a
     Synthelabo  Protein  Product which  summarizes  scientific  data,  proposed
     research  and  development  efforts  and  research  and  development  goals
     sufficient  for  SB or  HGS  to  reasonably  monitor  applicable  diligence
     obligations required herein.
1.35 "Research  Term" shall mean the Initial  Research Term plus any  extensions
     obtained pursuant to Section 7.
1.36 "SB" shall mean SB Corp.  and/or SB plc and any present or future Affiliate
     to which any  rights  and/or  obligations  of  either of them are  assigned
     and/or delegated pursuant to this Agreement as provided herein.
1.37 "SB Field" shall mean human and animal  health care  including  Diagnostics
     and Vaccines but excluding the HGS Field.
1.38 "SB  Patents"  shall mean (i) all  patents and patent  applications  to the
     extent that they claim SB Technology  and (ii)  Blocking  Claims of patents
     and patent  applications  filed  prior to the end of the  Initial  Research
     Term,  in each  case,  which  are or  become  owned  by SB or to  which  SB
     otherwise  has,  now or in the  future,  the  right to grant  licenses,  or
     sublicenses.   Included  within  the  definition  of  SB  Patents  are  all
     continuations,  continuations-in-part,   divisions,  patents  of  addition,
     reissues,  renewals or  extensions  thereof and all SPCs.  SB Patents shall
     include SB's interest in patents and patent  applications  to which SB is a
     joint owner pursuant to Paragraph 15.1.
1.39 [***].





                                       6

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

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


                                       7
<PAGE>

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

2.   License Grants and Covenants

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


                                       8
<PAGE>


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

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

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


                                       9

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

     agrees  that SB, HGS and  Collaboration  Partners  retain  the right  under
     Licensed Technology, Collaboration Patents and Licensed Patents to use such
     Synthelabo  Protein  Product for the purpose of  discovering,  researching,
     developing, marketing, using and selling a Drug Product or Antibody Product
     other  than a  Synthelabo  Drug  Product,  Synthelabo  Antibody  Product or
     Synthelabo Protein Product.
2.13.Notwithstanding   any  exclusive   rights   granted  by  Synthelabo   under
     Synthelabo Patents and Synthelabo Technology to HGS or SB with respect to a
     Therapeutic  Protein pursuant to Paragraph 2.25, HGS and SB acknowledge and
     agree that Synthelabo  retains the right under such Synthelabo  Patents and
     Synthelabo  Technology  to use a  Therapeutic  Protein  as to which  HGS, a
     Collaboration  Partner  and/or SB obtains  rights  under  Section 8 for the
     purpose  of  discovering,  researching,  developing,  marketing,  using and
     selling a Synthelabo Drug Product or Synthelabo Antibody Product.

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


                                       10
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

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

Collaboration Partners

2.18.Synthelabo  acknowledges  that SB has  already  entered  into an  agreement
     concerning  Licensed  Technology and Licensed  Patents with Takeda Chemical
     Industries. HGS and SB collectively may in their sole discretion enter into
     definitive agreements similar to this Agreement with Collaboration Partners
     in addition to Takeda not later than February 28, 1997 and shall notify and
     provide  Synthelabo with a copy of  Collaboration  Partner  Agreements with
     such additional Collaboration Partners,  however, none of the Collaboration
     Partners,  except  Synthelabo,  may be a  company  whose  headquarters  and
     primary R&D facilities are in [***].
2.19.Synthelabo has thirty (30) days  following  receipt from SB and/or HGS of a
     copy of a Collaboration Partner Agreement with an additional  Collaboration
     Partner received  pursuant to Paragraph 2.18 to accept in writing all terms
     and  conditions of any such  Collaboration  Partner  Agreement and cause SB
     and/or  HGS as the case may be to amend  this  Agreement  such that all the
     terms  and  conditions  of  such   Collaboration   Partner   Agreement  are
     substituted  for  all the  terms  and  conditions  of  this  Agreement.  If
     Synthelabo  declines to accept such terms and/or fails to respond to SB and
     HGS within such thirty  (30) day period,  Synthelabo  shall have waived its
     right under this  Paragraph.  The right granted under this  Paragraph  2.19
     shall not extend to the Collaboration Partner Agreement with Takeda.
2.20.Synthelabo   hereby   grants  to  HGS  a   non-exclusive,   sublicenseable,
     world-wide,  royalty bearing license under Synthelabo Patents to make, have
     made, use, import, offer to sell, and sell any and all products that are in
     the HGS Field,  or are Vaccines  and/or  Diagnostics.  Such  license  shall
     include  a  reasonable  royalty  and  other  standard  license  terms to be
     negotiated in good faith.
Other
2.21.Synthelabo  agrees  to use  and/or  grant  rights in  Licensed  Technology,
     Licensed  Patents,  Collaboration  Partner  Patents,  Targets received from

                                       11

<PAGE>

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

3.   License Fee

3.1. In partial  consideration of the rights to be granted  Synthelabo under the
     Agreement during the Initial  Research Term,  Synthelabo will pay a  Twenty
     Five  Million US Dollar ($US  25,000,000)  license fee in five equal annual
     installments  of Five Million Dollars each, paid $2.5 Million Dollars to SB
     and $2.5  Million  Dollars to HGS,  the first  payment  of Five  Million US
     Dollars ($US  5,000,000)  being due within thirty (30) days of execution of
     the Agreement and each installment  thereafter being due on the anniversary
     of the Effective Date.


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

3.2. In the event that any payment due and payable  under  Paragraph  3.1 is not
     paid when due and payable  and  remains  unpaid for a period of thirty (30)
     days  after  written  notice by HGS and/or SB of such  failure,  or if this
     Agreement  is  terminated  by HGS and/or SB as  provided  herein,  then all
     amounts  which are to be paid under  Paragraph 3.1 which have not been paid
     shall become immediately due and payable at the end of such thirty (30) day
     period.

4.   Royalties:

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


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

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

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

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

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

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


                                       13

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

     Agreement on Net Sales of such Synthelabo Product for so long as the market
     condition  persists.  Factors to be  considered  in agreeing on the royalty
     reduction  shall  include  but not be limited to the profit  margin on such
     Synthelabo  Product  and  on  analogous  products,  prices  of  competitive
     products,  total prior sales of the Synthelabo  Product and expenditures in
     development of such Synthelabo Product but in no event will the royalty due
     HGS be reduced more than [***] percent of the royalty which would otherwise
     be due HGS under Paragraph 4.1 on Net Sales of such Synthelabo Product; and
     (b) In the event  that  royalties  paid to a Third  Party on Net Sales of a
     Synthelabo  Product are a significant  factor in the return  realized by SB
     such as to diminish SB's capability to respond to competitive  pressures in
     the  market,  SB  and  Synthelabo  shall  mutually  agree  on a  reasonable
     reduction in the  royalties  payable  under this  Agreement on Net Sales of
     such  Synthelabo  Product  for so long as the  market  condition  persists.
     Factors to be considered in agreeing on the royalty reduction shall include
     but not be limited to the profit margin on such  Synthelabo  Product and on
     analogous products,  prices of competitive  products,  total prior sales of
     the Synthelabo  Product and  expenditures in development of such Synthelabo
     Product  but in no event will the royalty due  Synthelabo  be reduced  more
     than [***] percent of the royalty which would  otherwise be due  Synthelabo
     under Paragraph 4.1 on Net Sales of such Synthelabo Product.

4.3  No  royalties  shall  be due for  Synthelabo  Products  Discovered  under a
     Research Plan submitted pursuant to this Agreement after the later of [***]
     years after the end of the Initial Research Term or [***] years years after
     the end of the Research Term.

4.4  Except as  provided  in  Paragraph  4.3,  royalty  obligations  under  this
     Agreement   shall   terminate  on  a   country-by-country   and  Synthelabo
     Product-by-Synthelabo  Product  basis on the  later  of (i) ten (10)  years
     after the first  country-wide  launch of such  Synthelabo  Product  in each
     country  or (ii)  expiration  of the  last to  expire  Licensed  Patent  or
     Synthelabo Patent or Collaboration  Partner Patent which covers the making,
     using, importing, offering to sell, or selling of such SynthelaboProduct in
     a country.
5.   Milestone Payments/Other Payments

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

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

                                       14

<PAGE>

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

     (b)  [***]  to SB and  [***]  to HGS  upon  the  successful  completion  by
     Synthelabo  or a Third Party  authorized by Synthelabo of Phase II clinical
     trials;
     (c) [***] to SB and [***] to HGS upon the first  submission  for regulatory
     approval by Synthelabo or a Third Party authorized by Synthelabo in a Major
     Country; and
     (d)  [***] to SB and  [***]  to HGS  upon  first  regulatory  approval  for
     commercial sale in a Major Country.

5.2  Each of the above milestone  payments shall be credited  against  milestone
     payments  otherwise due by Synthelabo on the next Synthelabo Product in the
     event that Synthelabo  abandons a Synthelabo  Product for which a milestone
     payment has been made. Total milestone payments for all Synthelabo Products
     shall not exceed [***].
5.3  No milestone payments shall be due for Synthelabo Products Discovered after
     the later of [***]  years  after the end of the  Initial  Research  Term or
     [***]  years  after the end of the  Research  Term  under a  Research  Plan
     submitted pursuant to this Agreement.
5.4  The milestone payments provided in this Section shall only be made once for
     each  Synthelabo  Product and shall not be made in the case of improvements
     or modifications such as but not limited to changed forms, formats,  salts,
     formulations,  indications,  processes or protocols of a Synthelabo Product
     for which the payments were previously made.
5.5  In addition to any other  payments  made under this  Agreement,  Synthelabo
     shall  reimburse SB for SB's expenses (at its cost) incurred in the initial
     transfer  of  Licensed  Technology  required  to be  transferred  under the
     Agreement   (for   example   including   computer   expertise,   personnel,
     establishment of electronic communications links between SB and Synthelabo)
     as shall be agreed upon prior to the transfer of such Licensed  Technology.
     SB shall  invoice  Synthelabo  no more  frequently  than  monthly  for such
     expenses, and Synthelabo shall reimburse SB for such expenses within thirty
     (30) days of Synthelabo's receipt of each such invoice.

6.   Research Payments

6.1. During the Initial  Research Term,  Synthelabo  shall pay to HGS a total of
     Ten Million US Dollars ($US 10,000,000) payable as follows: (1) Two Million


                                       15
<PAGE>

     US Dollars ($US 2,000,000) within thirty (30) days after the Effective Date
     or at Synthelabo's  option in equal quarterly  installments  with the first
     such  quarterly  installment  being due within  thirty (30) days of July 1,
     1996 and each subsequent quarterly installment being due within thirty (30)
     days of  October 1,  1996,  January 1, 1997 and April 1, 1997;  and (2) Two
     Million US Dollars  ($US  2,000,000)  on each of the first  through  fourth
     anniversaries  of the  Effective  Date or at  Synthelabo's  option in equal
     quarterly  installments  due within  thirty (30) days of July 1, October 1,
     January 1 and April 1 for each of the second  through  fifth  years until a
     total of Ten Million US Dollars ($US 10,000,000) has been paid to HGS.
6.2. In the event that any payment due and payable  under  Paragraph  6.1 is not
     paid when due and payable  and  remains  unpaid for a period of thirty (30)
     days after written notice by HGS to Synthelabo of such failure,  or if this
     Agreement is terminated by HGS as provided  herein,  then all amounts which
     are to be paid under  Paragraph  6.1 which have not been paid shall  become
     immediately due and payable at the end of such thirty (30) day period.
6.3. During the Initial Research Term and at no additional cost to Synthelabo or
     SB,  Synthelabo shall have the right to prioritize the sequencing by HGS of
     70,000 expressed  sequence  tags  including a reasonable  number of  second
     walks per year. HGS shall use diligent efforts to complete such prioritized
     sequencing   (including   sequencing   from  cDNA  libraries   supplied  by
     Synthelabo)  as mutually  agreed by HGS and  Synthelabo,  subject to timely
     receipt by HGS of a)  directions  regarding  prioritization  and/or b) cDNA
     libraries suitable for such sequencing from Synthelabo. Disputes under this
     Paragraph  shall be resolved by senior  management  of HGS and  Synthelabo.
     Second  walks  under  this  Paragraph  identified  by  Synthelabo  as being
     directed  to a  Therapeutic  Protein  shall  not  be  disclosed  to SB  and
     Collaboration  Partners until rights to such Therapeutic  Protein have been
     obtained pursuant to Paragraph 8.4.
6.4. Synthelabo may request additional research services from HGS at HGS's fully
     allocated cost where HGS and Synthelabo  mutually agree.  For sequencing of
     Synthelabo libraries under this Paragraph,  HGS will not disclose sequences
     sequenced from such libraries to Collaboration  Partners or SB until twelve
     (12) months after delivery of such sequences to Synthelabo.
6.5. HGS shall have the right to delay for a period of (12) months disclosure to
     Synthelabo of such HGS Technology  resulting from work performed by HGS for
     a  Collaboration  Partner or SB pursuant to a provision of a  Collaboration
     Partner Agreement or the  Collaboration  Agreement similar to Paragraph 6.4
     of this Agreement.
6.6. Any  sequences  and clones  containing  such  sequences  arising under this
     Section 6 shall be owned by HGS and are HGS Technology.


                                       16

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

7.   Extensions of the Initial Research Term

     The Initial Research Term may be extended at Synthelabo's  option for up to
     five (5)  additional  periods of one (1) year by  written  notice to HGS by
     Synthelabo  at  least  sixty  (60)  days  prior  to the end of the  Initial
     Research  Term or at least sixty (60) days prior to the end of any one year
     extension  thereof,  which written notice shall include an agreement to pay
     to HGS [***] per each  additional  year of extension  payable within thirty
     (30) days of each extension.

8.   Research/ Terapeutic Protein Claiming

8.1. Research Plans may be submitted only during the Research Term.
8.2. HGS and/or SB shall keep dated  records of all  dossier  submissions  under
     this Section.
8.3. During the Initial  Research Term,  Synthelabo  agrees that Synthelabo will
     not screen or conduct  dedicated  rational  drug design  with  respect to a
     Target  which is a Product to  discover a  Synthelabo  Antibody  Product or
     Synthelabo Drug Product  without first  submitting to HGS and SB a Research
     Drug Plan, or Research Antibody Plan, respectively.
     protein products
8.4  Synthelabo,  SB, HGS, and  Collaboration  Partners  shall obtain  exclusive
     rights to Therapeutic Proteins which are Products provided:
     (a) as among Synthelabo, SB, HGS and Collaboration Partners, such entity is
     the  first to submit a dossier  as  permitted  under  this  Agreement  or a
     Collaboration  Partner  Agreement  to SB and  HGS  prior  to the end of the
     Research Term,
     (1) which  dossier  demonstrates  evidence of in vivo activity for any such
     Therapeutic  Protein.  Such evidence of in vivo biological activity must be
     statistically  different  (p less than 0.05) from  control for at least one
     data point,  and must be demonstrated in an experiment using at least three
     (3) dosages of the test substance in which at least a trend of dose related
     activity is demonstrated, or,
     (2) in the case of a  Therapeutic  Protein  for which (i) in vivo  activity
     cannot be  demonstrated  after bona fide  attempts to do so in at least two
     sub-primate  species,  or (ii) it is  demonstrated  by documented  evidence
     (from scientific literature or in-house studies) that the relevant effector
     system  does not  exist in  sub-primates,  or (iii) it is  demonstrated  by
     documented  evidence (from scientific  literature or in-house studies) that
     there is an absence of  reactivity  with relevant  targets in  subprimates,
     such dossier  demonstrates  evidence of in vitro biological  activity in at
     least one

                                       17

<PAGE>

     relevant  cellular  based  assay  for any such  Therapeutic  Protein.  Such
     evidence of in vitro biological activity must be statistically different (p
     less than  0.05)  from  control  for at least one data  point,  and must be
     demonstrated in an experiment  using at least three  concentrations  of the
     test  substance  in  which at least a trend  of dose  related  activity  is
     demonstrated.
     (3) The preparation used to demonstrate biological activity shall be;
         (x) a purified  preparation  in which at least 75% (w/w) of the protein
         component  of the  preparation  is the  Therapeutic  Protein;  or
         (y) a purified  preparation in which the relative  concentration and/or
         specific  activity of the  Therapeutic  Protein has been  increased  at
         least 1000 fold as compared to an unpurified preparation.
                  In no case shall the concentration of the Therapeutic  Protein
         be less that one (1) microgram/ml in the purified preparation of (x) or
         (y).  Such  purified  preparation  shall be shown to have a  biological
         activity which is not attributable to endotoxin contamination; and
     (b) Synthelabo,  HGS, the  Collaboration  Partners or SB as the case may be
     submits with the dossier a Research Protein Plan therefor; and
     (c) such  rights  have  not been  previously  granted  to such  Therapeutic
     Protein under Paragraph 8.10.
8.5. (a) HGS and/or SB will notify Synthelabo in writing within ten (10) working
     days of receipt as to whether or not any dossier  received from  Synthelabo
     meets the  requirements  of  Paragraph  8.4 and unless a dispute is pending
     with HGS, SB or a  Collaboration  Partner  under a provision  comparable to
     Paragraph 8.7 of this  Agreement,  if it does meet such  requirements  such
     notice  will  indicate  that  rights  pursuant  to  Paragraph  8.4  to  the
     Therapeutic  Protein which is the subject of such dossier have been granted
     to  Synthelabo.  (b) If within  such ten (10)  working  days of  Synthelabo
     submitting  a dossier,  Synthelabo  has not been so  notified  in  writing,
     exclusive rights to such Therapeutic Protein shall be granted to Synthelabo
     for such Therapeutic  protein unless a dispute is pending with HGS, SB or a
     Collaboration Partner under a provision comparable to Paragraph 8.7 of this
     Agreement.  (c) HGS and/or SB will also notify  Synthelabo  in writing that
     exclusive  rights to a  Therapeutic  Protein  were  granted to HGS, SB or a
     Collaboration  Partner within ten (10) working days of such  granting,  and
     such notification will only include the identity of the Therapeutic Protein
     so  claimed  and not the  identity  of the  claiming  party.  (d) Except as
     provided in Paragraph 14.5, HGS and SB shall not disclose the contents of a
     Synthelabo dossier to Collaboration Partners.
8.6. (a) Any written  notification  pursuant to  Paragraph  8.5 that rights to a
     Therapeutic  Protein  have been  granted to a party to this  Agreement or a
     Collaboration  Partner is final and binding on the parties.  (b) Neither SB
     nor HGS shall have any liability to Synthelabo with

                                       18

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

     respect to a decision that SB, HGS or a Collaboration  Partner has obtained
     rights to a  Therapeutic  Protein under this  Agreement or a  Collaboration
     Partner  Agreement or that Synthelabo does not have rights to a Therapeutic
     Protein unless there has been gross negligence or willful misconduct by HGS
     or SB, as the case may be.
8.7. Following the receipt of any written notification pursuant to Paragraph 8.5
     that a dossier  submitted by  Synthelabo  does not meet the data and/or the
     Research Plan  requirements of Paragraph 8.4 (a) and (b), the parties shall
     meet within ten (10)  working  days of such  notification  to discuss  such
     notification. If the parties are unable to agree that such dossier does not
     meet the requirements of Paragraph 8.4(a) and (b), the parties shall submit
     such dossier to a neutral expert qualified to determine whether or not such
     dossier meets the requirements of Paragraph 8.4(a) and (b). While a dispute
     is pending as to whether Synthelabo,  HGS, SB or a Collaboration Partner is
     entitled  to  exclusive  rights  to a  Therapeutic  Protein,  all  dossiers
     submitted to HGS and SB under this Agreement,  the Collaboration  Agreement
     or a  Collaboration  Partner  Agreement  directed  to the same  Therapeutic
     Protein  shall be  dated,  held and no  rights  shall  be  granted  to such
     Therapeutic  Protein pending  resolution of the dispute to such Therapeutic
     Protein.
8.8. HGS  and SB  shall  not use  the  information  in a  dossier  submitted  by
     Synthelabo  pursuant to Paragraph 8.4 to support a dossier under  Paragraph
     8.4 submitted by HGS or SB directed to the same Therapeutic Protein in such
     Synthelabo dossier.
8.9. (a) Pursuant to Paragraph 8.4,  Synthelabo  may only claim one  Therapeutic
     Protein as a Synthelabo Protein Product per twelve-month  period during the
     Research Term,  except pursuant to Paragraph 8.4,  Synthelabo may designate
     [***] such Therapeutic  Proteins in a twelve-month period if at least [***]
     one of such  Therapeutic  Proteins  shall have been a class 5 cDNA sequence
     (i.e.  designated an unknown in the database)  prior to its  designation by
     Synthelabo as a Synthelabo  Protein Product  pursuant to this Section.  (b)
     Notwithstanding  subparagraph  8.9(a),  Synthelabo  may  receive  exclusive
     rights  pursuant to  Paragraphs  8.4, 2.10  and 2.11 to  a maximum of [***]
     Therapeutic  Proteins  during  the  first  five (5)  years  of the  Initial
     Research Term and one Therapeutic  Protein per year during any extension of
     the Research Term.

                                       19

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

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

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

     Synthelabo  acknowledges  that within  ninety (90) days of  execution  of a
     Collaboration  Partner Agreement with SP, SP shall have the right to obtain
     exclusive rights to a maximum of [***] Therapeutic Proteins without meeting
     the requirements of Paragraph 8.4(a).
8.11 It is understood that the sequence ID number  associated with a Therapeutic
     Protein  under  Paragraph  8.10  and/or  claimed in a dossier  and to which
     rights are granted pursuant to Paragraph 8.4 is for identification purposes
     only and that all clones,  sequences and  polypeptides  associated with the
     Therapeutic  Protein as well as muteins and fragments  thereof are included
     in the rights granted herein.

9.   Product Development

9.1. Synthelabo shall use diligent efforts consistent with Synthelabo  resources
     and  expertise  to  develop,  market,  promote  and  sell  royalty  bearing
     Synthelabo Protein Products in at least two Major Countries.
9.2. After the Research Term,  Synthelabo shall use diligent efforts  consistent
     with  Synthelabo  resources  and  expertise to screen for  Synthelabo  Drug
     Products  and  Synthelabo  Antibody  Products  which are the  subject  of a
     Research  Drug Plan or Research  Antibody  Plan  respectively  submitted by
     Synthelabo during the Research Term.
9.3. Synthelabo  shall keep HGS and SB  informed  of  progress of its efforts to
     develop  and   commercialize   Synthelabo   Products  by  submission  of  a
     semi-annual  progress report describing  progress made against the Research
     Plan.

                                       20

<PAGE>

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

10   Alliance Committee

10.1 SB and  Synthelabo  will form a  SB/Synthelabo  Alliance  Committee for the
     period of the Initial  Research Term. The major  activities of the Alliance
     Committee shall be to:
    
     (1)  Coordinate  start-up  activities,  define  mechanisms  for transfer of
     Licensed Technology and address problems when/if necessary.
     (2) Arrange  Bioinformatics  planning  and  training and address any issues
     with the start-up and performance of the Bioinformatics systems.
     (3) Determine  mechanisms to exchange  biological data on genes in Licensed
     Technology
     (4) Identify  areas for  optional  SB/Synthelabo  collaborative  scientific
     working groups and, if agreed, arrange for formation of such groups.
10.2 The  Alliance  Committee  may perform  such other duties as the parties may
     from time to time agree in writing.
10.3 The Alliance Committee shall meet at times and places mutually agreed upon.
10.4 All Alliance Committee decisions shall be decided by a majority vote of all
     members,  including the chairs.  To constitute a quorum,  at least four (4)
     members must be present,  two (2) of whom were  appointed by SB and two (2)
     of whom were appointed by Synthelabo. To constitute a valid decision of the
     Alliance Committee,  the majority vote must always include at least one (1)
     concurring  vote  from  a  member  appointed  by SB and at  least  one  (1)
     concurring vote from a member  appointed by Synthelabo.  Tie votes shall be
     resolved by senior management of each of SB and Synthelabo.  If there is no
     resolution  by such senior  management  within ten (10)  working  days of a
     dispute between the parties based on the absence of a valid decision by the
     Alliance  Committee,  either party may request  arbitration  of the dispute
     under Section 30.

11.  [***].
11.1 [***].

11.2 [***].
        
11.3 [***].



                                       21
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."


12.  [***].
12.1 [***].
12.3 [***].
12.4 [***].
12.5 [***].
12.6 [***].
12.7 [***].
12.8 [***].

                                       22
<PAGE>
"The  information  below marked [***] has been omitted pursuant to a request for
confidential treatment. The omitted portions have been separately filed with the
Commission."

13.  [***].

13.1 [***].

13.2 [***].

13.3 [***].

13.4 [***].

<PAGE>

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

              [***].

         13.5 [***].
         13.6 [***].






                                       23
<PAGE>



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

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


                                       24

<PAGE>

     information on Therapeutic  Proteins  developed by or for Synthelabo during
     the Initial  Research Term but only after Synthelabo has obtained rights to
     such  Therapeutic   Protein  pursuant  to  Paragraph  8.4;   provided  that
     Synthelabo  shall not be required to disclose  such  information  to SB and
     such Collaboration Partners unless (x) such Collaboration Partners agree to
     conditions of confidentiality  and non-use with respect to such information
     comparable  to those set forth in this  Section  14 as if such  information
     were licensed technology under its Collaboration Partner Agreement; and (y)
     such Collaboration Partners agree to freely disclose to Synthelabo directly
     or through SB their  information  comparable to the  information in (a) and
     (b) herein.
14.6.The  obligations  of  Paragraph  14.4  shall not apply to  information  and
     materials which (i) were known to the receiving party or generally known to
     the public prior to its disclosure hereunder;  or (ii) subsequently becomes
     known to the  public by some means  other than a breach of this  Agreement,
     the Collaboration Agreement or a Collaboration Partner Agreement;  (iii) is
     subsequently  disclosed  to the  receiving  party by a Third Party having a
     lawful  right  to  make  such  disclosure;  (iv) is  required  by law to be
     disclosed;  (v) is approved for release by the parties; (vi) is required to
     be disclosed  under Section 15 and in such case only the party  required to
     disclose  shall be exempt from the  obligations  of Paragraph  14.4 (to the
     extent of such required disclosure);  or (vii) is required by a party to be
     disclosed to commercialize a Product.
14.7.Contract Research With Commercial Entities Notwithstanding Para-graph 14.4,
     Synthelabo may contract with a Third Party commercial entity to conduct the
     research  with respect to Licensed  Technology  and  Synthelabo  Technology
     which Synthelabo has a right to conduct under this Agreement, provided such
     contract provides that all rights in inventions and discoveries made in the
     course of or as a result of such research  shall be owned by or exclusively
     licensed to Synthelabo with Synthelabo having the same obligations  thereto
     as  Synthelabo  has  with  respect  to  Synthelabo  Technology  under  this
     Agreement  and HGS and SB  having  the same  rights  to any such  invention
     and/or  discovery  as SB and HGS has to  Synthelabo  Technology  under this
     Agreement,  and provided further that such contract is otherwise consistent
     with  the  terms  and  provisions  of  this  Agreement   including  without
     limitation Section 14 of this Agreement.
14.8.Collaborations With Not-For-Profit  Entities Synthelabo may disclose and/or
     provide Licensed  Technology to a Third Party  not-for-profit  collaborator
     provided Synthelabo enters into an agreement with such Third Party which is
     substantially in the form of the Material Transfer Agreement in Appendix B.


                                       25
<PAGE>


14.9.For the avoidance of doubt, nothing in this Agreement shall be construed as
     preventing or in any way inhibiting any party from complying with statutory
     and regulatory requirements governing the development, manufacture, use and
     sale or other  distribution  of products in any manner which it  reasonably
     deems  appropriate,  including,  for example,  by  disclosing to regulatory
     authorities  confidential  or other  information  received  from a party or
     Third Parties. The parties shall take reasonable measures to assure that no
     unauthorized  use or  disclosure  is made by others to whom  access to such
     information is granted.
14.10.  Synthelabo  shall  not  submit  for  written  or  oral  publication  any
     manuscript, abstract or the like which includes Synthelabo Technology which
     is directed to Targets and/or is a Therapeutic Protein prior to the earlier
     of (1) eighteen  (18) months  after  Synthelabo  files a Synthelabo  Patent
     which  claims such Target or  Therapeutic  Protein or (2) with respect to a
     Therapeutic  Protein,  the date on which Synthelabo  obtains rights to such
     Therapeutic  Protein  pursuant to Paragraph  8.4, or (3)  publication  in a
     printed  publication  other than through a breach of this Paragraph of such
     Target or Therapeutic Protein and/or related information to be submitted in
     such written or oral publication.
14.11. No  public  announcement  concerning  the  existence  of or terms of this
     Agreement  shall be made,  either  directly or indirectly,  by any party to
     this  Agreement  without  prior  written  notice to the other  parties and,
     except  as may be  legally  required,  or as may be  required  for a public
     offering of  securities,  or as may be  required  for  recording  purposes,
     without  first  obtaining  the approval of the other  parties and agreement
     upon the nature and text of such  announcement.  The party desiring to make
     any such public announcement shall inform the other parties of the proposed
     announcement  or disclosure in reasonably  sufficient  time prior to public
     release,  and shall  provide the other parties with a written copy thereof,
     in order to allow such other  party to comment  upon such  announcement  or
     disclosure.  This Paragraph shall not apply to any information disseminated
     to the public which is information  essentially identical to that contained
     in a previous public announcement agreed to pursuant to this Paragraph.
14.12.  Synthelabo  agrees to maintain  computer and computer  network  security
     measures as agreed to and approved by SB, HGS and Synthelabo.
14.13. Notwithstanding  Paragraph 14.4, a party shall have the right to disclose
     and/or provide to a Third Party information  and/or materials received from
     another party pursuant to this Agreement in conjunction with a license to a
     Third Party which is permitted by this Agreement, provided such Third Party
     enters into non-disclosure and non-use  obligations  substantially the same
     as those in this Agreement.

                                       26

<PAGE>



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

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

15.1.Each  party  shall  have  and  retain  sole  and  exclusive  title  to  all
     inventions,  discoveries,  designs,  works of authorship and other know-how
     which are made,  conceived,  reduced to practice or  generated  only by its
     employees,  agents, or other persons acting under its authority  (including
     Synthelabo contract researchers and/or investigators). Each party shall own
     an equal undivided interest in all inventions,  discoveries, designs, works
     of authorship and other know-how  made,  conceived,  reduced to practice or
     generated  jointly by employees,  agents, or other persons acting under the
     authority of the parties ("joint invention"); provided, however, that where
     a party elects to file a patent  application  for a joint invention and the
     other party(ies) of the joint invention does not, the party filing a patent
     application  with respect to the joint invention shall have and retain sole
     and  exclusive  title to such joint  invention and the party not wishing to
     file  shall  assign all of its  rights,  title and  interest  to such joint
     patent application to the filing party or parties. To the extent that joint
     owners  decide  to file a  patent  application  on a joint  invention,  the
     initial filing shall be in the United States unless  otherwise  required by
     law and HGS, SB or Synthelabo,  as the case may be, shall  cooperate in the
     preparation  and  filing  and  share  equally  in the  expense  of  filing,
     preparation  and  maintaining  thereof.  Each party's  interest in a "joint
     invention" to the extent that it is Licensed  Technology  and/or Synthelabo
     Technology  (whether jointly owned or solely owned) shall be subject to the
     terms and conditions of this  Agreement;  otherwise any owner shall be free
     to dispose of its interest  therein without the consent of or accounting to
     any other owner.
15.2.HGS and/or SB shall have the right within its sole  discretion  to prepare,
     file, prosecute and maintain its Licensed Patents. With respect to Licensed
     Patents  as to which  Synthelabo  retains a license  hereunder,  subject to
     Paragraph 15.10, HGS and SB shall keep Synthelabo  informed with respect to
     the  filing,   prosecution  and  maintenance  thereof  and  any  actual  or
     threatened litigation related thereto. In the event that Synthelabo desires
     that HGS and/or SB obtain and  maintain  patent  protection  in any country
     with  respect to  Licensed  Technology  of SB and/or HGS as the case may be
     (other than patent applications directed to Expressed Sequence Tags), as to
     which Synthelabo retains a license hereunder,  HGS and/or SB shall do so at
     the cost and expense of Synthelabo.

                                       27

<PAGE>


15.3.Synthelabo  shall have the right  within its sole  discretion  to  prepare,
     file, prosecute and maintain Synthelabo Patents. With respect to Synthelabo
     Patents as to which HGS and/or SB retains a license  hereunder,  subject to
     Paragraph 15.11,  Synthelabo shall keep HGS and SB informed with respect to
     the  filing,   prosecution  and  maintenance  thereof  and  any  actual  or
     threatened  litigation  related  thereto.  In the event  that HGS and/or SB
     desires  that  Synthelabo  obtain and  maintain  patent  protection  in any
     country with  respect to  Synthelabo  Technology  as to which HGS and/or SB
     retains a license hereunder, Synthelabo shall do so at the cost and expense
     of HGS and/or SB as the case may be.
15.4.Each party,  on behalf of itself and its  directors,  employees,  officers,
     shareholders,  agents,  successors  and assigns  hereby  waives any and all
     actions  and causes of action,  claims and  demands  whatsoever,  in law or
     equity  of any  kind it or they may  have  against  the  other  party,  its
     officers,  directors,  employees,   shareholders,  agents,  successors  and
     assigns,  which  may  arise  in  any  way,  except  as a  result  of  gross
     negligence,  recklessness,  or willful misconduct, in performance of patent
     activities under this Section.
15.5.In the  event  of the  institution  of any  suit by a Third  Party  against
     Synthelabo,  SB or their sublicensees for patent infringement involving the
     manufacture,  use,  importation,  offer for  sale,  sale,  distribution  or
     marketing of Synthelabo  Product,  the party sued shall promptly notify the
     other party to this  Agreement  in writing.  As between the parties to this
     Agreement,  each  party  shall be  solely  responsible  for its  costs  and
     expenses of such action and any liability  awarded against it which results
     therefrom.
15.6.In the  event  that  Synthelabo,  HGS or SB  becomes  aware  of  actual  or
     threatened  infringement of a Licensed Patent or a Synthelabo Patent,  that
     party shall promptly  notify the other parties in writing.  The owner(s) of
     the patent in question shall have the first right but not the obligation to
     bring,  at its or their own expense,  an  infringement  action  against any
     Third Party and to use the other  party's or parties  name(s) in connection
     therewith.  If the  owner(s) of the patent does not  commence a  particular
     infringement  action within  thirty (30) days of being  requested to do so,
     the other  party(ies),  after  notifying the owner(s) in writing,  shall be
     entitled to bring such  infringement  action at its or their own expense in
     its or their own name  and/or in the name of the owner and the owner  shall
     join the action where required by local law. The party/ies  conducting such
     action  shall have full  control  over its  conduct,  including  settlement
     thereof  provided  such  settlement  shall  not be made  without  the prior
     written consent of another if it would  adversely  affect the patent rights
     of the other party. In any event,  Synthelabo,  HGS and SB shall assist one
     another and cooperate in any such litigation at the other's request without
     expense to the requesting party.


                                       28

<PAGE>

15.7.Synthelabo,  HGS and SB shall recover their respective actual out-of-pocket
     expenses, or equitable proportions thereof,  associated with any litigation
     or  settlement  thereof  from any  recovery  made by any party.  Any excess
     amount over such expenses  shall be shared among HGS, SB and  Synthelabo in
     an amount proportional to their respective losses .
15.8.The parties  shall keep one another  informed of the status of and of their
     respective activities regarding any such litigation or settlement thereof.
15.9.The owner of a Licensed Patent or a Synthelabo  Patent shall have the first
     right to seek  extensions  of the terms of the patent and to seek to obtain
     SPCs. Each party shall assist the other in the obtaining of such extensions
     or SPCs  including by  authorizing  the other party to act as its agent for
     such purpose.
15.10. The  obligations of Paragraph  15.2 shall only apply to Licensed  Patents
     which  include  Licensed  Technology  which HGS and/or SB has  disclosed to
     Synthelabo pursuant to this Agreement.
15.11. The obligations of Paragraph 15.3 shall only apply to Synthelabo  Patents
     which include  Synthelabo  Technology which Synthelabo has disclosed to HGS
     and/or SB pursuant to this Agreement
15.12(a) All rights and licenses  granted under or pursuant to this Agreement by
     a one party to another,  for all purposes of Section  365(n) of Title 11 of
     the U.S. code ("Title 11"), are licenses of rights to intellectual property
     as defined in Title 11. The licensing  party agrees during the term of this
     Agreement  to  maintain  and  preserve  any  current  copies  of  all  such
     intellectual  property  which are in existence and in its  possession as of
     the  commencement  of a case  under  Title 11 by or against  the  licensing
     party. If a case is commenced by or against the licensing party under Title
     11, then,  unless and until this Agreement is rejected as provided in Title
     11, the licensing party (in any capacity,  including  debtor-in-possession)
     and its successors and assigns (including,  without limitation,  a Title 11
     Trustee)  shall,  as the  party  who is a  licensee  may elect in a written
     request,  immediately  upon  such  request  (A)  (i)  perform  all  of  the
     obligations  provided in this  Agreement to be  performed by the  licensing
     party, or (ii) provide to the party who is a licensee all such intellectual
     property  (including all  embodiments  thereof) held by the licensing party
     and such  successors  and  assigns as of the  commencement  of a case under
     Title  11 by  or  against  the  licensing  party  and  from  time  to  time
     thereafter,  and (B) not interfere  with the rights of the party who is the
     licensee as  provided in this  Agreement,  or any  agreement  supplementary
     hereto,  to such  intellectual  property  (including  all such  embodiments
     thereof), including any right of the party who is a licensee to obtain such
     intellectual property (or such embodiment) from any other entity.

                                       29

<PAGE>


     (b) If a Title 11 case is commenced by or against the licensing  party, and
     this Agreement is rejected as provided in Title 11 and the party who is the
     licensee  elects to retain its rights  hereunder  as  provided in Title 11,
     then the licensing party (in any capacity, including  debtor-in-possession)
     and its successors and assigns (including,  without limitation,  a Title 11
     Trustee) shall provide to the party who is a licensee all such intellectual
     property  (including all  embodiments  thereof) held by the licensing party
     and such  successors  and  assigns  immediately  upon the  written  request
     therefor by the party who is a licensee.  Whenever the  licensing  party or
     any of its  successors  or  assigns  provides  to the other  party who is a
     licensee  any of the  intellectual  property  licensed  hereunder  (or  any
     embodiment  thereof)  pursuant to this Paragraph 15.12, the licensing party
     shall have the right to perform  the  obligations  of the  licensing  party
     hereunder  with  respect to such  intellectual  property,  but neither such
     provision nor such performance by the party who is a licensee shall release
     the  licensing  party from any such  obligation or liability for failing to
     perform  it;  provided,  however,  that in such  event  the  party who is a
     licensee  shall not be  entitled  to  compel  specific  performance  by the
     licensing party under this Agreement  except to the extent of enforcing the
     exclusivity of the license granted hereunder.
     (c) All rights, powers, remedies,  obligations and conditions of Synthelabo
     provided herein are in addition to and not in substitution  for any and all
     other rights, powers, remedies, obligations and conditions of the licensing
     party or the party who is a licensee now or hereafter existing at law or in
     equity  (including,  without  limitation,  Title  11) in the  event  of the
     commencement  of a Title 11 case by or against  the  licensing  party.  The
     party who is a licensee,  in addition  to the  rights,  power and  remedies
     expressly  provided  herein,  shall  be  subject  to  all  obligations  and
     conditions,  and shall be entitled  to  exercise  all other such rights and
     powers and resort to all other such remedies as may nor or hereafter  exist
     at law or in  equity  (including,  without  limitation,  Title  11) in such
     event.  The  parties  agree  that they  intend  the  foregoing  rights  and
     obligations  of the party who is a licensee to apply to the maximum  extent
     permitted by law,  including  without  limitation for purposes of Title 11,
     (i) the  right  of  access  to any  intellectual  property  (including  all
     embodiments  thereof) of the licensing  party, or any third party with whom
     the  licensing  party  contracts to perform an  obligation of the licensing
     party under this Agreement,  and, in the case of the third party,  which is
     necessary for the  development,  registration and manufacture of Synthelabo
     Product,  and (ii) the right to  contract  directly  with any  third  party
     described in clause (i) in this sentence to complete the contracted work.


                                       30
<PAGE>


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

16.1.Synthelabo,  at its expense,  shall be  responsible  for the  selection and
     registration of non-proprietary names for Synthelabo Products.
16.2.Synthelabo  at  its  expense,  shall  be  responsible  for  the  selection,
     registration  and  maintenance of all trademarks  which it or SB employs in
     connection  with each  Synthelabo  Product  which SB has the right to sell,
     market,  promote  and/or  co-market  pursuant  to this  Agreement,  in such
     countries and/or territories where SB has such rights, and Synthelabo shall
     own and control such  trademarks;  provided  that if SB is  co-marketing  a
     Synthelabo  Product,  SB shall select a trademark for such product with the
     approval of Synthelabo which approval shall not be unreasonably withheld by
     Synthelabo;  such trademark  shall be owned by Synthelabo and SB's right to
     such  trademark  shall revert to  Synthelabo  after the end of an agreement
     between SB and Synthelabo to sell such Synthelabo Product.  Nothing in this
     Agreement shall be construed as a grant of rights, by license or otherwise,
     to SB to use such trademarks for any purpose other than co-promotion and/or
     co-marketing as provided in this Agreement.

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

17.1.SB  and  Synthelabo  as the  case  may  be,  shall  keep  and  require  its
     sublicensees  to keep  complete and  accurate  records of all sales of each
     Synthelabo  Product subject to royalties  under this Agreement.  Each party
     including  HGS shall have the right,  at its  expense,  through a certified
     public accountant or like persons reasonably acceptable to the other party,
     to examine such records  during  regular  business hours during the life of
     this  Agreement  and for four (4) months after its  termination;  provided,
     however,  that such examination shall not take place more often than once a
     year  provided  further  that such  accountant  shall report only as to the
     accuracy of the royalty  statements  and payments,  including the magnitude
     and source of any discrepancy.  Neither party shall be required to maintain
     such  records  for more than three (3) years after the  generation  of such
     record.
17.2.Within  sixty  (60)  days  after  the  close  of  each  calendar   quarter,
     Synthelabo  shall  deliver to HGS and SB shall deliver to Synthelabo a true
     accounting  of  each  Synthelabo  Product  sold  under  authority  of  this
     Agreement by it and its  licensees  and  distributors  during such calendar
     quarter and shall at the same time pay all royalties  due. Such  accounting
     shall show sales on a country-by-country and product-by-product basis.
17.3.Any tax paid or required to be withheld on account of the  licensing  party
     based on license fee, milestone payments,  royalties and any other payments
     payable  under this  Agreement  shall be  deducted  from the


                                       31

<PAGE>

     amount of such payments  otherwise due. Each party shall secure and send to
     the other proof of any such taxes withheld and paid.
17.4.All royalties due under this  Agreement  shall be payable in U.S.  dollars.
     Each party shall have the right,  upon giving  written notice to the other,
     to receive payment in that country in local currency.
17.5.Monetary  conversions  from the currency of a foreign  country,  in which a
     product is sold,  into United  States  currency  shall be calculated at the
     official exchange rate in force in that country for financial  transactions
     on the last business day of the quarter for which royalties are being paid.
     If there is no such official  exchange rate, the conversions  shall be made
     at the rate for such  remittances  on that date as  certified  by Citibank,
     N.A., New York, New York, U.S.A or leading banks in France.

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

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

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

19.1.This  Agreement  shall come into effect as of the Effective  Date and shall
     remain in full  force and  effect  until  terminated  as  provided  in this
     Section 19.
19.2.In the event Synthelabo  fails to make a royalty or milestone  payment when
     due to HGS or SB, as the case may be, under this  Agreement with respect to
     a Synthelabo  Product,  or fails to meet its obligations under Section 9 of
     this  Agreement with respect to a Synthelabo  Product,  then in addition to
     any other remedy which they may have,  HGS and/or SB may notify  Synthelabo
     in writing that all of Synthelabo's  rights with respect to such Synthelabo
     Product shall terminate as of sixty (60) days after such written notice and
     Synthelabo's  rights  with  respect  thereto  shall

                                       32

<PAGE>

     terminate  unless such payment is made or such  failure is cured,  prior to
     the expiration of such sixty (60) day period.
19.3.In the event  Synthelabo  fails to make a payment to HGS or SB, as the case
     may be under Paragraph 3.1 when due or to HGS under Paragraph 6.1 when due,
     then in addition to any other remedy which they may have, HGS and/or SB, as
     the case may be, may notify Synthelabo in writing that this Agreement shall
     terminate in its  entirety,  and if  Synthelabo  fails to make such payment
     within thirty (30) days thereafter, this Agreement shall terminate.
19.4.In the event SB fails to make a payment to Synthelabo  under this Agreement
     with  respect to a  Synthelabo  Product  when due,  then in addition to any
     other  remedy which it may have,  Synthelabo  may notify SB in writing that
     all of SB's rights with respect to such Synthelabo  Product shall terminate
     as of sixty (60) days  after  such  written  notice  and SB's  rights  with
     respect thereto shall terminate unless such payment is made or such failure
     is cured,  prior to the  expiration  of such  sixty  (60) day  period.  Any
     sublicenses granted with respect to such Synthelabo Product shall remain in
     full force and effect if (i) SB's  sublicensee is not then in breach of its
     sublicense; (ii) Synthelabo's rate of royalty compensation thereunder is no
     less  than  the rate of  royalty  compensation  to  Synthelabo  under  this
     Agreement;  (iii) Synthelabo  assumes no performance  obligations under the
     sublicense agreement;  and (iv) SB and SB's sublicensee agree to assign the
     sublicense agreement to Synthelabo.
19.5.A party may terminate this  Agreement if, at any time,  another party shall
     file in any court or agency  pursuant to any statute or  regulation  of any
     state  or  country,   a  petition  in   bankruptcy  or  insolvency  or  for
     reorganization  or for an arrangement or for the  appointment of a receiver
     or trustee of such party or of its  assets,  or if the party in  bankruptcy
     proposes a written  agreement of composition or extension of its debts,  or
     if another party shall be served with an involuntary  petition  against it,
     filed  in  any  insolvency  proceeding,  and  such  petition  shall  not be
     dismissed within sixty (60) days after the filing thereof,  or if the other
     party shall propose or be a party to any dissolution or liquidation,  or if
     the other party shall make an assignment for the benefit of creditors.
19.6.Notwithstanding the bankruptcy of Synthelabo,  HGS or SB, or the impairment
     of  performance  by  Synthelabo,  HGS or SB of its  obligations  under this
     Agreement as a result of bankruptcy or insolvency of Synthelabo, HGS or SB,
     the other parties shall be entitled to retain the licenses  granted herein,
     subject to rights of a party to terminate  this Agreement for reasons other
     than bankruptcy or insolvency as expressly provided in this Agreement.
19.7.No party shall have the right to  terminate  this  Agreement  except  under
     Paragraph  19.3 and 19.5  provided  however that nothing in this  Agreement
     shall  limit any  remedies  for  breach  which may be  available  in

                                       33

<PAGE>


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

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

20.1.Upon  termination  of this Agreement in its entirety or with respect to any
     Synthelabo Product or to any country or territory,  each party shall notify
     the  other  of the  amount  of  such  Product  it  and  its  licensees  and
     distributors  and their  distributors  and licensees then have on hand, the
     sale of which would,  but for the termination,  be subject to royalty,  and
     such party and its licensees and  distributors  and their  distributors and
     licensees  shall  thereupon be permitted to sell that amount of the product
     provided  that the party shall pay the  royalty  thereon at the time herein
     provided for.
20.2.Termination of this Agreement shall  terminate all outstanding  obligations
     and  liabilities  between the parties  arising from this  Agreement  except
     those which have accrued prior to termination as well as those described in
     Sections 4, 5, 17, 22, and 24 and Paragraphs  2.17,  2.21,  2.22, 3.1, 3.2,
     6.1, 6.2, 14.4, 14.6,  14.13,  14.14, and 20.2 as well as any provision not
     specified in this Paragraph  which is clearly meant to survive  termination
     of this Agreement.

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

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

                                       34

<PAGE>


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

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


                                       35
<PAGE>

     judgments  which may be made or instituted  against any of them arising out
     of the manufacture, possession, distribution, use, testing, sale, marketing
     or promotion or other  disposition by or through  Synthelabo,  or any Third
     Party granted rights by Synthelabo under this Agreement,  of any Synthelabo
     Product.  Synthelabo's  obligation  to defend,  indemnify and hold harmless
     shall  include  claims,  demands,  costs or  judgments,  whether  for money
     damages or equitable relief by reason of alleged personal injury (including
     death) to any person or alleged property  damage,  provided,  however,  the
     indemnity shall not extend to any claims against an indemnified party which
     result from the gross negligence or willful  misconduct of such indemnified
     party.  Synthelabo shall have the exclusive right to control the defense of
     any action which is to be  indemnified  in whole by  Synthelabo  hereunder,
     including the right to select counsel acceptable to SB and/or HGS to defend
     SB or HGS or their licensees  under the Agreement,  as the case may be, and
     to settle any claim,  provided  that,  without  the  written  consent of an
     indemnified  party (which shall not be  unreasonably  withheld or delayed),
     Synthelabo  shall not agree to settle any claim  against  such  indemnified
     party under this Agreement as the case may be, to the extent such claim has
     a material adverse effect on such indemnified party under this Agreement as
     the case may be. The provisions of this Paragraph  shall survive and remain
     in full force and effect after any termination,  expiration or cancellation
     of this Agreement and Synthelabo's obligation hereunder shall apply whether
     or not such claims are rightfully brought. Synthelabo shall require each of
     its licensees  (other than SB) of a Synthelabo  Product to indemnify SB and
     HGS in a manner consistent with this Paragraph.
22.3.A person  or  entity  that  intends  to claim  indemnification  under  this
     Section 22 (the  "Indemnitee")  shall promptly  notify the other party (the
     "Indemnitor") of any loss, claim, damage, liability or action in respect of
     which  the  Indemnitee  intends  to  claim  such  indemnification,  and the
     Indemnitor,  after it determines  that  indemnification  is required of it,
     shall assume the defense thereof with counsel mutually  satisfactory to the
     parties;  provided,  however, that subject to Paragraph 22.1, 22.2 and 22.3
     an Indemnitee shall have the right to retain its own counsel, with the fees
     and expenses to be paid by the Indemnitor if Indemnitor does not assume the
     defense;  or, if  representation of such Indemnitee by the counsel retained
     by the  Indemnitor  would  be  inappropriate  due to  actual  or  potential
     differing interests between such Indemnitee and any other party represented
     by such  counsel  in such  proceedings.  The  indemnity  agreement  in this
     Section  22 shall  not apply to  amounts  paid in  settlement  of any loss,
     claim,  damage,  liability or action if such settlement is effected without
     the  consent of the  Indemnitor,  which  consent  shall not be  withheld or
     delayed  unreasonably.  The  failure  to deliver  notice to the  Indemnitor
     within a reasonable  time after the  commencement  of any

                                       36
<PAGE>


     such action,  if  prejudicial  to its ability to defend such action,  shall
     relieve  such  Indemnitor  of any  liability to the  Indemnitee  under this
     Section 22, but the omission so to deliver  notice to the  Indemnitor  will
     not  relieve  it of any  liability  that  it  may  have  to any  Indemnitee
     otherwise than under this Section 22. The Indemnitee under this Section 22,
     its employees and agents, shall cooperate fully with the Indemnitor and its
     legal  representatives  in the  investigations  of  any  action,  claim  or
     liability  covered  by this  indemnification.  In the event that each party
     claims  indemnity  from the other and one party is finally  held  liable to
     indemnify the other, the Indemnitor shall additionally be liable to pay the
     reasonable  legal costs and  attorneys'  fees incurred by the Indemnitee in
     establishing its claim for indemnity.

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

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

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

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

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

25.1.In the event any portion of this Agreement  shall be held illegal,  void or
     ineffective,  the remaining  portions hereof shall remain in full force and
     effect.
25.2.If any of the terms or  provisions  of this  Agreement are in conflict with
     any applicable  statute or rule of law, then such terms or provisions shall
     be deemed  inoperative  to the extent that they may conflict 


                                       37
<PAGE>


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

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

26.1.This Agreement,  entered into as of the date written above, constitutes the
     entire agreement  between the parties relating to the subject matter hereon
     and  supersedes  all  previous  writings  and  understandings.  No terms or
     provisions  of this  Agreement  shall be varied or modified by any prior or
     subsequent statement,  conduct or act of either of the parties, except that
     the parties may amend this  Agreement by written  instruments  specifically
     referring to and executed in the same manner as this Agreement.
26.2.A waiver of any  breach or any  provision  of this  Agreement  shall not be
     construed  as a  continuing  waiver of other  breaches of the same or other
     provisions of this Agreement.
26.3.The headings and titles to the Sections and  Paragraphs  of this  Agreement
     are inserted for convenience  only and shall not be deemed a part hereof or
     affect the construction or interpretation of any provision hereof.

27.  NOTICES
     -------

27.1 Any notice  required or permitted under this Agreement shall be sent by air
     mail,  postage pre-paid,  courier or fax to the following  addresses of the
     parties  or such  other  addresses  as may be  notified  to the  parties as
     provided herein:

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

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



                                       38
<PAGE>

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

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

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

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

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

28.1.This  Agreement and the licenses  herein  granted shall be binding upon and
     inure to the  benefit  of the  successors  in  interest  of the  respective
     parties.  Neither  this  Agreement  nor any  interest  hereunder  shall  be
     assignable or may be assigned by any party  without the written  consent of
     the other parties,  and any such assignment  shall be void and of no effect
     provided,  however,  that a party may assign this  Agreement  or any of its
     rights  or  obligations  hereunder  in  whole  or in part to any  Affiliate
     competent to fulfill the rights and  obligations of this Agreement  without
     obtaining  the consent of the other party;  and  provided  further that any
     party  may  assign  this  Agreement  or any of its  rights  or  obligations
     hereunder to any Third Party with which it may merge or consolidate,  or to
     which it may transfer all or substantially  all of its assets to which this
     Agreement  relates,  without  obtaining  the consent of the

                                       39
<PAGE>


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

29.  RECORDING

29.1 SB and HGS shall  have the right,  at any time,  to  record,  register,  or
     otherwise  notify this Agreement in appropriate  governmental or regulatory
     offices  anywhere in the world,  and  Synthelabo  shall provide  reasonable
     assistance  to SB and  HGS in  effecting  such  recording,  registering  or
     notifying.
29.2 Synthelabo  shall have the right,  at any time,  to  record,  register,  or
     otherwise  notify this Agreement in appropriate  governmental or regulatory
     offices  anywhere  in the world,  and SB and HGS shall  provide  reasonable
     assistance  to  Synthelabo  in effecting  such  recording,  registering  or
     notifying.

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

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

                                       40

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

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

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

SMITHKLINE BEECHAM CORPORATION      SYNTHELABO

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

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



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

                                       41

<PAGE>
                                   APPENDIX A

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

                                       42

<PAGE>
                                   APPENDIX B
                     MATERIAL TRANSFER and LICENSE AGREEMENT

                           MATERIAL TRANSFER AGREEMENT

THIS  AGREEMENT is entered into and  effective as of the date of last signing by
any of the parties to the  Agreement,  by and among  Synthelabo,  located at 22,
avenue Galilee, 92352 Le Plessis-Robinson Cedex France ("Synthelabo") SmithKline
Beecham Corporation,  a corporation organized under the laws of the Commonwealth
of Pennsylvania, having a place of business at One Franklin Plaza, Philadelphia,
Pennsylvania  19101,  U.S.A.  ("SB corp"),  Human Genome Sciences,  Inc. ("HGS")
located  at 9410 Key West  Avenue,  Rockville,  Maryland  20850 and  _______,  a
not-for-profit INSTITUTE located _______________, and designated representatives
and employees of ______________________  (_________________, its representatives
and employees are hereinafter referred to as "INSTITUTE").

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

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

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

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



                                       43
<PAGE>

                  Materials and any information regarding the Materials,  except
                  to the extent such information:

                  (a)      can be demonstrated to have been in the public domain
                           or publicly known and readily  available to the trade
                           or the public prior to the date of the disclosure; or
                  (b)      can be demonstrated,  from written  records,  to have
                           been  in  the   Institute's   possession  or  readily
                           available to the  INSTITUTE  from another  source not
                           under  obligation of secrecy to SB, HGS or SYNTHELABO
                           prior to the disclosure; or
                  (c)      becomes part of the public  domain or publicly  known
                           by   publication   or  otherwise,   not  due  to  any
                           unauthorized act by the INSTITUTE; or
                  (d)      is  independently   developed  by  INSTITUTE  without
                           reference to information  or material  provided under
                           this Agreement.

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

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

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

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

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

                                       44
<PAGE>


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

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

         12.      During  the period of  Research,  INSTITUTE  shall  provide to
                  SYNTHELABO,  HGS and SB at least  once  every six (6) months a
                  summary of the results of  Institute's  work under  Appendix B
                  utilizing the Materials.

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

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


                                       45

<PAGE>


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

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

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

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

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

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

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

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

                                       46

<PAGE>


                                          SYNTHELABO

                                          By: _________________________________
                                          Title: ______________________________
                                          Date:________________________________

SMITHKLINE BEECHAM CORP.                  HUMAN GENOME SCIENCES, INC.

By: ___________________________           By: _________________________________
Title: ________________________           Title: ______________________________
Date:__________________________           Date:________________________________



AGREED AND CONSENTED TO:
_______________________________

By: ___________________________           _____________________________________
Title: ________________________           Dr. (Principal Investigator)
Date: _________________________           Date: _______________________________

                                 MTA APPENDIX A
                                 --------------

                                   MATERIAL(S)



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

                                  RESEARCH PLAN



                                       47

<PAGE>


                                   APPENDIX C
                           EXAMPLES OF RESEARCH PLANS

                              TARGET RESEARCH PLAN
                              --------------------

      *Target Identification

      *Rationale

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

      *Status of full length cloning and express

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

      *Patent status

      *Screening Plan

         -        No description of screen(s) required
         -        Estimated date of screening start
         -        Use of target in specificity screens (if any)
         -        Rough estimate of compound throughput (can be updated)

      *Chemical optimization

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

      *Plan updates if and when a potential development compound is identified

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


                                       48

<PAGE>
                             ANTIBODY RESEARCH PLAN
                             ----------------------

      *Target (Antigen) Identification

      *Rationale

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

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

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

      *Patent Status

      *Research Plan

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



                                       49
<PAGE>
                              PROTEIN RESEARCH PLAN
                              ---------------------

      *Therapeutic Protein Identification

      *Rationale

         -        Brief description of hypothesis
         -        Expected indications for Product

      *Biological data on protein

         -        Full length cloning
         -        Expression and purification

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

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

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

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

      *Research and development plan

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

         -        Further preclinical studies of activity
         -        Preclinical development
         -        determination of pharmacokinetic profile
         -        initiation of toxicology studies
         -        Steps to completion of IND package
         -        Certain key milestones in production/scale-up
         -        Clinical development
         -        Major phase transition (when available and appropriate)

                                       50


ClubJuris.Com