Exhibit 10.12.1


    First Amendment to Technology License and Development Agreement 
           between the Company and BASF-LYNX Bioscience AG



                 FIRST AMENDMENT TO TECHNOLOGY LICENSE AND 
                            DEVELOPMENT AGREEMENT


This First Amendment (the "Amendment") is made and entered into by and 
among BASF-LYNX Bioscience AG, a corporation established under the laws
of Germany (the "Joint Venture"), Lynx Therapeutics GmbH, a limited 
liability company established under the laws of Germany ("Lynx 
Germany"), and BASF Biotechnologies Beteiligungs- und 
Verwertungsgesellschaft mbH, a limited liability company established under 
the laws of Germany ("BASF GmbH"), in order to amend the terms of that 
certain Technology License and Development Agreement entered into by the 
Joint-Venture, Lynx Germany and BASF GmbH as of January 1, 1997 (the 
"Technology Agreement"). 

The Joint Venture, Lynx Germany and BASF GmbH hereby agree to amend the 
terms of the Technology Agreement as follows: 

1.      A new Section 4.6 is added to the Technology Agreement, reading
in its entirety as follows: 

        "4.6 Provision of Interim Services. The parties acknowledge that 
[.***.]* Lynx Germany will be able to establish at the Joint Venture 
in Heidelberg the capability to perform experiments using Lynx's 
[.***.]* in [.***.]*.   Since [.***.], Lynx USA has been providing 
interim services to the Joint Venture based on the [.***.] to 
perform [.***.] experiments on DNA samples relevant to the Research 
Program provided by the Joint Venture to Lynx USA, in order to 
enable the Joint Venture to conduct its research under the Research 
Program, [.***.].  Lynx USA will continue to provide such interim 
services until Lynx Germany has provided to the Joint Venture the 
capability to do such [.***.] work in Heidelberg.  Lynx Germany 
commits to provide such capability to the Joint Venture no later 
than [.***.].  Lynx Germany further commits that Lynx USA will 
provide to the JVC on or before [.***.].  The [.***.] that, [.***.] 
at [.***.] has been [.***.]; such [.***.] will [.***.] of [.***.] as 
[.***.] in [.***.].  Accordingly, Lynx USA will continue to develop 
and improve the [.***.] and update the JVC as progress is made."

2.      The first, "Whereas"-Clause is hereby amended to read in its 
entirety as follows:

"WHEREAS, Lynx Therapeutics, Inc. ("Lynx USA"), the parent company 
of Lynx Germany, and BASF AG have agreed to form, through Lynx 
Germany and BASF GmbH, respectively, the Joint Venture as a joint 
venture to conduct a research program, inter alia, in the area of 
certain neurological diseases, toxico-pharmacology, and the 
development of production strains of micro-organisms for 
fermentations;"

3.      Section 1.4 of the Technology Agreement is hereby amended to read
 in its entirety as follows: 

        "1.4 "Field" shall mean (a) the [.***.]* with the [.***.], such as 
[.***.] and other [.***.]; (b) the [.***.]; and (c) the [.***.]."

4.      Section 1.6 shall be deleted.

5.      Section 1.10 shall be amended to read in its entirety as follows: 

"1.10 "Lynx Licensed Technology" shall mean Lynx's proprietary 
technologies for solid phase cloning on beads of genomic DNA or cDNA 
and their analytical applications, such as library comparisons using 
bead-based sorting or signature sequencing on beads, [.***.] on the 
[.***.] and as [.***.] by [.***.] but not [.***.] the MPSS Patents 
and the MPSS Know-How, the Lynx Bioinformatics, the CNS Database, 
the Phosphoramidate Patents, the [.***.] and the [.***.]."

6.      Section 1.14 shall be amended to read in its entirety as follows:

"1.14 "Massively Parallel Signature Sequencing" or "MPSS" means 
the parallel acquisition of at least [.***.] contiguous bases (a 
"Signature Sequence") from each of at least [.***.] templates 
sampled from a given cell culture or tissue cDNA library."

7.      Section 1.20 of the Technology Agreement is hereby amended to read 
in its entirety as follows: 

        "1.20 "Research Program" shall mean the research and drug 
discovery program to be conducted by the Joint Venture, that shall 
characterize the dynamics of gene expression and gene product 
activities starting with, but not limited to the areas of: (a) 
[.***.]* for [.***.] useful in the [.***.] that are [.***.], such as 
[.***.] and other [.***.]; (b) [.***.] the use of [.***.] approach 
to [.***.]; (c) [.***.] from [.***.]; and (d) [.***.] of [.***.]. 
The Scope of the Research Program may be expanded by agreement of 
the parties."

8.      Section 2.1 shall be amended to read in its entirety as follows:

"2.1 Lynx License Grant. Lynx Germany hereby grants to The Joint 
Venture, during the term of the Agreement, [.***.], without the 
right to assign or to grant sublicenses, under the Lynx Licensed 
Technology solely in order to conduct the Research Program [.***.], 
to use the MPSS Instruments provided by Lynx Germany hereunder and 
to practice the method of MPSS using said MPSS Instruments and the 
Reagents."

9.      Section 2.4 shall be amended to read in its entirety as follows:

"2.4 Restriction on Use of Lynx Licensed Technology. The Joint 
Venture covenants that The Joint Venture shall not utilize the Lynx 
Licensed Technology, the MPSS Instruments and any other 
instrumentation provided to The Joint Venture by Lynx, except as 
specifically required to conduct the Research Program, as 
established and under the direction of the Advisory Board.   In 
particular, but without limiting the foregoing, The Joint Venture 
agrees that it shall not use the MPSS Instruments or any such other 
Lynx instrumentation, or use or practice the Lynx Licensed 
Technology, to provide analysis services for any third party, 
including BASF AG and/or BASF GmbH and/or Lynx USA and/or Lynx 
Germany, provided, however, that approximately [.***.] of the 
research and development efforts of The Joint Venture under the 
Research Program may be devoted to projects as part of academic 
collaborations in the Field approved by the The Joint Venture 
Advisory Board, provided that The Joint Venture retains all rights 
resulting from such collaborative work.  The Joint Venture shall 
not, and shall not engage, permit or encourage any third party to, 
reverse engineer or modify the MPSS Instruments or any such other 
Lynx instrumentation or decompile, translate or otherwise attempt to 
obtain the source code for any software included therein or in the 
Lynx Bioinformatics."

10.     In the fourth sentence of Section 5.3 the words "Future Gene 
Technology" shall be replaced by "Lynx Licensed Technology".

11.     Section 9.1 of the Technology Agreement is hereby amended to read
in its entirety as follows: 

        "9.1 Term. This Agreement shall enter in force from and after the 
Effective Date hereof and expires on the date [.***.]* years after 
commencement of interim [.***.] services by Lynx USA pursuant to 
Section 4.6 [.***.] or, if later, [.***.] after the capability to 
perform [.***.] analyses has been established at the Joint Venture 
in Germany pursuant to Sections 4.1 and 4.6 of this Agreement (as 
amended), unless sooner terminated in accordance with the provisions 
of Paragraph 9.2 or 9.3 below."

12.     The reference in Section 9.2 of the Technology Agreement [.***.]*
is amended to read, [.***.]. The definition of the Milestone set forth 
on Exhibit A to the Technology Agreement shall be replaced by 
[.***.] described in Exhibit A to this Amendment.   BASF GmbH shall 
be deemed to have waived its right to terminate under Section 9.2 
for [.***.] if such right is not exercised prior to [.***.].

The provisions of this Amendment shall be effective upon signing of 
this Amendment by the parties hereto. Capitalized terms used and not 
otherwise defined herein shall have the meaning assigned to them in 
the Technology Agreement. 


LYNX GERMANY                                    BASF-LYNX BIOSCIENCE AG 

\s\ Edward C. Albini                           \s\ Alfred Bach, Ph.D.
---------------------                          ------------------------

BASF GMBH


\s\ Dr. Joerg Buchmuller                
-------------------------

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* Confidential Treatment Request


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                             Exhibit A

                                                         [.***.]

Validation Lynx Technologies

Joint proposal [.***.]*


1. [.***.] cells

MPSS
[.***.]

[.***.] 

Comparator
[.***.] 



                             Exhibit A
2. [.***.]*
[.***.]

3. [.***.]
[.***.]
[.***.].


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* Confidential Treatment Request