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                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of February 23, 2004, by and among Epoch Biosciences, Inc., a
Delaware corporation (the "Company"), and the investors signatory hereto (each a
"Purchaser" and collectively, the "Purchasers").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof among the Company and the Purchasers (the "Purchase
Agreement").

         The Company and the Purchasers hereby agree as follows:

1.       Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

         "Effectiveness Date" means, with respect to the Registration Statement
required to be filed hereunder, the earlier of (a) the 90th calendar day
following the Closing Date (as long as the Registration Statement has been filed
on Form S-3, the 120th calendar day in the event of a review by the Commission)
and (b) the fifth Trading Day following the date on which the Company is
notified by the Commission that the Registration Statement will not be reviewed
or is no longer subject to further review and comments.

         "Effectiveness Period" shall have the meaning set forth in Section
2(a).

         "Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, the earlier of (i) the 5th Trading day following
the date that the Company files its Annual Report on Form 10-K for the year
ended December 31, 2003 or (ii) April 6, 2004.

         "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "Indemnified Party" shall have the meaning set forth in Section 5(c).

         "Indemnifying Party" shall have the meaning set forth in Section 5(c).

         "Losses" shall have the meaning set forth in Section 5(a).

         "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

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         "Registrable Securities" means the Shares and the Warrant Shares,
together with any shares of Common Stock issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing.

         "Registration Statement" means the registration statements required to
be filed hereunder, including (in each case) the Prospectus, amendments and
supplements to the registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in the registration
statement.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

2.       Registration.

         (a)      As promptly as possible, and in any event on or prior to the
Filing Date, the Company shall prepare and file with the Commission the
Registration Statement covering the resale of all of the Registrable Securities
for an offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement required hereunder shall be on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities
on Form S-3, in which case such registration shall be on another appropriate
form in accordance herewith). The Registration Statement required hereunder
shall contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement) the
"Plan of Distribution" attached hereto as Annex A. The Company shall cause the
Registration Statement to become effective and remain effective as provided
herein. The Company shall use its commercially reasonable best efforts to cause
the Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event not later than
the Effectiveness Date, and shall use its commercially best reasonable efforts
to keep the Registration Statement continuously effective under the Securities
Act until the date when all Registrable Securities covered by the Registration
Statement (a) have been sold pursuant to the Registration Statement or an
exemption from the registration requirements of the Securities Act or (b) may be
sold without volume restrictions pursuant to Rule 144(k) as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company's transfer agent and the affected
Holders (the "Effectiveness Period").

         (b)      If: (i) the Company fails to file with the Commission a
request for acceleration in accordance with Rule 461 promulgated under the
Securities Act, within five Trading Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the Commission that a
Registration Statement will not be "reviewed," or not subject to further review,
or (ii) prior to the date when such Registration Statement is first declared
effective by the Commission, the Company fails to file a pre-effective amendment
and otherwise respond in writing to comments made by the Commission in respect
of such Registration Statement within ten Trading Days after the receipt of
comments by or notice from the Commission that such amendment is required in
order for a

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Registration Statement to be declared effective, or (iii) a Registration
Statement filed or required to be filed hereunder is not declared effective by
the Commission on or before the Effectiveness Date, or (iv) after a Registration
Statement is first declared effective by the Commission, it ceases for any
reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, for in any
such cases fifteen Trading Days (which need not be consecutive days) or more in
the aggregate during any 12-month period, or (v) the Common Stock is not listed
or quoted, or is suspended from trading, on an Trading Market for a period of
five Trading Days (which need not be consecutive Trading Days) or more, or (vi)
the Company fails to have available a sufficient number of authorized but
unissued and otherwise unreserved shares of Common Stock available to issue
Warrant Shares upon any exercise of the Warrants, and for purposes of clauses
(iii), and (vi) the date on which such Event occurs, or for purposes of clause
(i) or (v) the date on which such five Trading Day period is exceeded, or for
purposes of clause (ii) the date which such ten Trading Day period is exceeded,
or for purposes of clause (iv), the date on which such fifteen Trading Day
period is exceeded, being referred to as "Event Date") (any such failure or
breach being referred to as an "Event,") then in addition to any other rights
the Holders may have hereunder or under applicable law: (x) on each such Event
Date the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to 1% of the aggregate purchase price paid
by such Holder pursuant to the Purchase Agreement for any Registrable Securities
then held by such Holder; and (y) on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate
purchase price paid by such Holder pursuant to the Purchase Agreement for any
Registrable Securities then held by such Holder. If the Company fails to pay any
liquidated damages pursuant to this Section in full within seven days after the
date payable, the Company will pay interest thereon at a rate of 12% per annum
(or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such liquidated damages are due
until such amounts, plus all such interest thereon, are paid in full. The
liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis
for any portion of a month prior to the cure of an Event. In no event shall the
liquidated damages paid to any Holder pursuant to subsection (v) above exceed
the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement for any Registrable Securities then held by such Holder.

         (c)      The Company shall not, prior to the Effective Date of the
Registration Statement, prepare and file with the Commission a registration
statement (other than registration statements on Form S-8) relating to an
offering for its own account or the account of others under the Securities Act
of any of its equity securities.

         (d)      Each Holder agrees to furnish to the Company a completed
Questionnaire in the form attached to this Agreement as Annex B (a "Selling
Holder Questionnaire"). The Company shall not be required to pay any liquidated
or other damages under Section 2(b) hereof as a result of failing to include
such Holder's Registrable Securities in the Registration Statement to any Holder
who fails to furnish to the Company a fully completed Selling Holder
Questionnaire within five Trading Days of delivery to such Holder of a written
request therefor. In the event a Holder's Registrable Securities are excluded
from a filing as a result of the failure of such Holder to timely provide the
information required by this section, it is understood that the Company will
include such Holder's Registrable Securities in the Registration Statement as
promptly as reasonably practicable after such information

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is provided and all remedies under 2(b) and otherwise shall apply to relevant
events occurring thereafter.

         (e)      The Company shall notify each Purchaser in writing promptly
(and in any event within one Trading Day, which notice may be accomplished via
email or via fax) after receiving notification from the Commission that the
Registration Statement has been declared effective.

3.       Registration Procedures

         In connection with the Company's registration obligations hereunder,
the Company shall:

         (a)      Not less than four Trading Days prior to the filing of the
Registration Statement or any related Prospectus or any amendment or supplement
thereto, (i) furnish to the Holders copies of the "Selling Stockholders" section
of such document, the "Plan of Distribution" and any risk factor contained in
such document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which materials will be subject to the
review of such Holders. The Company shall not file a Registration Statement or
any such Prospectus or any amendments or supplements thereto that does not
contain the disclosure containing such Holder as a "Selling Stockholder" as
provided to the Company by such Holder in connection therewith.

         (b)      (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible, and in any event within ten Trading Days, to
any comments received from the Commission with respect to the Registration
Statement or any amendment thereto and, as promptly as reasonably possible, upon
request, provide the Holders true and complete copies of all correspondence from
and to the Commission relating to the Registration Statement; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by the
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

         (c)      Notify the Holders of Registrable Securities to be sold as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
two Trading Days prior to such filing) and (if requested by any such Person)
confirm such notice in writing promptly following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to the
Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a "review" of the Registration Statement and
whenever the Commission comments in writing on the Registration Statement (the
Company shall upon request provide true and complete copies thereof and all
written responses thereto to each of the Holders); and (C) with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable Securities or the initiation of any

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Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in the Registration Statement ineligible for
inclusion therein or any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

         (d)      Use its commercially reasonable best efforts to avoid the
issuance of, or, if issued, obtain the withdrawal of (i) any order suspending
the effectiveness of the Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

         (e)      Furnish to each Holder, without charge, at least one conformed
copy of the Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Holder, and
all exhibits to the extent requested by such Holder (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission.

         (f)      Promptly deliver to each Holder, without charge, as many
copies of the Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as such Holder may reasonably request in
connection with resales by the Holder of Registrable Securities. The Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale
of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto, except after the giving on any notice pursuant to Section
3(c).

         (g)      Prior to any resale of Registrable Securities by a Holder, use
its commercially reasonable best efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification
(or exemption from the registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of
such jurisdictions within the United States as any Holder reasonably requests in
writing, to keep each the registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration Statement; provided, that
the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

         (h)      If requested by the Holders, cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the
Registration Statement, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request.

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         (i)      Upon the occurrence of any event contemplated by Section
3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with clauses
(ii) through (v) of Section 3(c) above to suspend the use of the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus. The Company will use
commercially reasonable efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable. The Company shall be entitled to exercise
its right under this Section 3(i) to suspend the availability of a Registration
Statement and Prospectus, subject to the payment of liquidated damages pursuant
to Section 2(b), for a period not to exceed 15 days (which need not be
consecutive days) in any 12 month period.

         (j)      Comply with all applicable rules and regulations of the
Commission.

         (k)      The Company may require each selling Holder to furnish to the
Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the Person
thereof that has voting and dispositive control over the Shares.

         (l)      Cooperate with any due diligence investigation undertaken by
the Holders in connection with the sale of Registrable Securities, including
without limitation by making available any documents and information; provided
that the Company will not deliver or make available to any Holder material,
nonpublic information.

         (m)      In the time and manner required by each Trading Market, if at
all, prepare and file with such Trading Market an additional shares listing
application covering all of the Registrable Securities; (ii) take all steps
necessary to cause such Registrable Securities to be approved for listing on
each Trading Market as soon as reasonably practicable thereafter; (iii) to the
extent available to the Company, provide to the Purchasers evidence of such
listing; and (iv) maintain the listing of such Registrable Securities on each
such Trading Market or another Eligible Market.

4.       Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in

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connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as
required hereunder.

5.       Indemnification

         (a)      Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents and employees of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable
attorneys' fees) and expenses (collectively, "Losses"), as incurred, to the
extent arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (2) in the case of an occurrence of
an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
of an outdated or defective prospectus after the Company has notified such
Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c). The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.

         (b)      Indemnification by Holders. Each Holder shall, severally and
not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading
(i) to the extent, but only to the extent, that such untrue statement or
omission is contained in any information so furnished in writing by such Holder
to the Company specifically for inclusion in the Registration Statement or such
Prospectus or (ii) to the

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extent, but only to the extent, that (1) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of prospectus or in any amendment or supplement
thereto or (2) in the case of an occurrence of an event of the type specified in
Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
the Advice contemplated in Section 6(c). In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

         (c)      Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity hereunder
(an "Indemnified Party"), such Indemnified Party shall promptly notify the
Person from whom indemnity is sought (the "Indemnifying Party") in writing, and
the Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

         All reasonable fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as

                                       8
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incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the
Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is not entitled to indemnification
hereunder, determined based upon the relative faults of the parties.

         (d)      Contribution. If a claim for indemnification under Section
5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy
or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount of proceeds
actually received by such Holder from the sale of the Registrable Securities by
reason of such untrue or alleged untrue statement or omission or alleged
omission. The indemnity and contribution agreements contained in this Section
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

6.       Miscellaneous

         (a)      Remedies. In the event of a breach by the Company or by a
Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

         (b)      Compliance. Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.

         (c)      No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its subsidiaries, on or after the date of

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this Agreement, enter into any agreement with respect to its securities that
would have the effect of impairing the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Except as and to
the extent specified in the applicable schedule to the Purchase Agreement,
neither the Company nor any Subsidiary has previously entered into any agreement
granting any registration rights with respect to any of its securities to any
Person that have not been satisfied in full.

         (d)      No Piggyback on Registrations. Except as and to the extent
specified in Schedule 3.1(v) to the Purchase Agreement, neither the Company nor
any of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in the Registration Statement
other than the Registrable Securities, and the Company shall not after the date
hereof enter into any agreement providing any such right to any of its security
holders.

         (e)      Discontinued Disposition. Each Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section
3(c), such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement or
until it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph.

         (f)      Piggy-Back Registrations. If at any time during the
Effectiveness Period there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall send to each Holder a written notice of
such determination and, if within fifteen days after the date of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered.

         (g)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and the Holders of no less than a majority of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority of the
Registrable Securities to which such waiver or consent relates, provided, that
the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence.

         (h)      Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at

                                       10
<PAGE>

the facsimile number provided for below prior to 6:30 p.m. (New York City time)
on a Trading Day, (ii) the Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
provided for below later than 6:30 p.m. (New York City time) on any date and
earlier than 11:59 p.m. (New York City time) on such date, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address or facsimile number for such notices and
communications shall be delivered and addressed as set forth in the Purchase
Agreement

         (i)      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.

         (j)      Execution and Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

         (k)      Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.

         (l)      Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

         (m)      Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

         (n)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         (o)      Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder is several and not joint with the
obligations of any other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to

                                       11
<PAGE>

protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.

         (p)      Conflicting Instructions. A person or entity is deemed to be a
holder of Registrable Securities whenever such person or entity owns of record
such Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons or entities with respect to the
same Registrable Securities, the Company will act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

                                       12
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                     EPOCH BIOSCIENCES, INC.

                                     By: /s/ William G. Gerber
                                            Name: William G. Gerber
                                            Title: President and Chief Executive
                                                   Officer

                     [PURCHASERS' SIGNATURE PAGES TO FOLLOW]

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Mainfield Enterprises, Inc.


                                            By:  /s/ Avi Vigdor
                                            Name:  Avi Vigdor
                                            Title:  Authorized Signatory

                                            Address for Notice:
                                            ------------------
                                            Mainfield Enterprises, Inc.
                                            c/o Sage Capital Growth, Inc.
                                            660 Madison Avenue
                                            New York, NY 10022
                                            Telephone No.: (212) 651-9000
                                            Facsimile No.: (212) 651-9010
                                            Attn:  Eldad Gal

                                            With copies to:

                                            Proskauer Rose LLP
                                            1585 Broadway
                                            New York, New York 10036-8299
                                            Facsimile No.:  (212) 969-2900
                                            Telephone No.:  (212) 969-3000
                                            Attn:  Adam J. Kansler, Esq.

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Elliott Associates, L.P


                                            By:  /s/ Elliot Greenberg
                                            Name:  Elliot Greenberg
                                            Title:  Vice President

                                            Address for Notice:
                                            ------------------
                                            Elliott Associates, L.P.
                                            c/o Elliott Management Corp
                                            712 Fifth Avenue, 35th Floor
                                            New York, NY 10019
                                            Telephone No.:  (212) 974-6000
                                            Facsimile No.:  (212) 974-2092
                                            Attn:  Brett Cohen and Elliot
                                                   Greenberg

                                            With copies to:

                                            Kleinberg, Kaplan, Wolff & Cohen,
                                              P.C.
                                            551 Fifth Avenue
                                            New York, New York  10176
                                            Facsimile No.:  (212) 986-6000
                                            Telephone No.:  (212) 986-8866
                                            Attn:  Lawrence Hui, Esq.

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Elliott International, L.P.


                                            By:  /s/ Elliot Greenberg
                                            Name:  Elliot Greenberg
                                            Title:  Vice President

                                            Address for Notice:
                                            ------------------
                                            Elliott International, L.P.
                                            c/o Elliott Management Corp
                                            712 Fifth Avenue, 35th Floor
                                            New York, NY 10019
                                            Telephone No.:  (212) 974-6000
                                            Facsimile No.:  (212) 974-2092
                                            Attn:  Brett Cohen and Elliot
                                                   Greenberg

                                            With copies to:

                                            Kleinberg, Kaplan, Wolff & Cohen,
                                              P.C.
                                            551 Fifth Avenue
                                            New York, New York 10176
                                            Facsimile No.:  (212) 986-6000
                                            Telephone No.:  (212) 986-8866
                                            Attn:  Lawrence Hui, Esq.

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Enable Growth Partners, L.P


                                            By:  /s/ Mitch Levine
                                            Name:  Mitch Levine
                                            Title:  Managing Partner

                                            Address for Notice:
                                            ------------------
                                            Enable Growth Partners, LP
                                            One Sansome Street, Suite 2900
                                            San Francisco, CA  94104
                                            Telephone No.:  (415) 835-3838
                                            Facsimile No.:  (415) 835-3843
                                            Attn:  Mitch Levine, Managing
                                                   Partner

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            MFN, LLC


                                            By: /s/ Louis Ottimo
                                            Name:  Louis Ottimo
                                            Title:  Managing Member

                                            Address for Notice:
                                            ------------------
                                            MFN LLC
                                            600 Old Country Road - Suite 207
                                            Garden City, New York 11530
                                            Attn.:  Louis Ottimo/Robert M.
                                                    Bursky, Esq.
                                            Telephone No.:  (516) 396-1300
                                            Facsimile No.:  (516) 396-1239

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Proximity Partners LP


                                            By:  /s/ Steven Crosby
                                            Name:  Steven Crosby
                                            Title:  General Partner

                                            Address for Notice:
                                            ------------------
                                            Proximity Partners
                                            c/o Steve Crosby
                                            1 Montgomery St., Ste. 3300
                                            San Francisco, CA 94104
                                            Telephone No.:  (415) 397-1755
                                            Facsimile No.:  (415) 397-1790
                                            Attn:  Steve Crosby

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Proximity Fund LP


                                            By:  /s/ Steven Crosby
                                            Name:  Steven Crosby
                                            Title:  General Partner

                                            Address for Notice:
                                            ------------------
                                            Proximity Fund
                                            c/o Steve Crosby
                                            1 Montgomery St., Ste. 3300
                                            San Francisco, CA 94104
                                            Telephone No.:  (415) 397-1755
                                            Facsimile No.:  (415) 397-1790
                                            Attn:  Steve Crosby

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Southport Millennium Fund II, L.P.


                                            By: /s/ Managing Member
                                            Name:  James M. Thorburn
                                            Title:  Managing Member



                                            Address for Notice:
                                            ------------------
                                            Southport Millennium Fund II, L.P.
                                            c/o Dawson-Herman Capital
                                                Management, Inc.
                                            354 Pequot Avenue
                                            Southport, CT  06890
                                            Telephone No.:  (203) 254-0091
                                            Facsimile No.:  (203) 254-0657
                                            Attn:  James M. Thorburn

                                            with copies to:

                                            Seward & Kissel, LLP
                                            One Battery Park Plaza
                                            New York, NY 10004
                                            Facsimile No.:  (212) 480-8421
                                            Telephone No.:  (212) 574-1200
                                            Attn:  Pat Poglinco

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Southport Millennium Fund, L.P.


                                            By: /s/ Managing Member
                                            Name:  James M. Thorburn
                                            Title:  Managing Member



                                            Address for Notice:
                                            ------------------
                                            c/o Dawson-Herman Capital
                                                Management, Inc.
                                            354 Pequot Avenue
                                            Southport, CT 06890
                                            Telephone No.:  (203) 254-0091
                                            Facsimile No.:  (203) 254-0657
                                            Attn:  James M. Thorburn

                                            With copies to:

                                            Seward & Kissel, LLP
                                            One Battery Park Plaza
                                            New York, NY 10004
                                            Facsimile No.:  (212) 480-8421
                                            Telephone No.:  (212) 574-1247
                                            Attn:  Patricia Poglinco, Esq.

<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Southport Millennium Micro Cap Fund,
                                              L.P.


                                            By: /s/ Managing Member
                                            Name:  James M. Thorburn
                                            Title:  Managing Member


                                            Address for Notice:
                                            ------------------
                                            Southport Millennium Micro Cap Fund,
                                              L.P.
                                            c/o Dawson-Herman Capital
                                                Management, Inc.
                                            354 Pequot Avenue
                                            Southport, CT  06890
                                            Telephone No.:  (203) 254-0091
                                            Facsimile No.:  (203) 254-0657
                                            Attn:  James M. Thorburn

                                            With copies to:

                                            Seward & Kissel
                                            One Battery Park Plaza
                                            New York, NY 10004
                                            Facsimile No.:  (212) 480-8421
                                            Telephone No.:  (212) 574-1200
                                            Attn:  Pat Poglinco

<PAGE>

        [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

                                            Southport Millennium Offshore Fund,
                                              L.P.


                                            By: /s/ Managing Member
                                            Name:  James M. Thorburn
                                                   Title:  Director

                                            Address for Notice:
                                            ------------------
                                            Southport Millennium Offshore Fund,
                                              Inc.
                                            c/o Dawson-Herman Capital
                                                Management, Inc.
                                            354 Pequot Avenue
                                            Southport, CT  06890
                                            Telephone No.:  (203) 254-0091
                                            Facsimile No.:  (203) 254-0657
                                            Attn:  James M. Thorburn

                                            With copies to:

                                            Seward & Kissel, LLP
                                            One Battery Park Plaza
                                            New York, NY 10004
                                            Facsimile No.:  (212) 480-8421
                                            Telephone No.:  (212) 574-1200
                                            Attn:  Patricia Poglinco, Esq.

<PAGE>

                                     ANNEX A

                              Plan of Distribution

         The selling stockholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:

-     ordinary brokerage transactions and transactions in which the
         broker-dealer solicits purchasers;

-     block trades in which the broker-dealer will attempt to sell the shares as
         agent but may position and resell a portion of the block as principal
         to facilitate the transaction;

-     purchases by a broker-dealer as principal and resale by the broker-dealer
         for its account;

-     an exchange distribution in accordance with the rules of the applicable
         exchange;

-     privately negotiated transactions;

-     short sales;

-     broker-dealers may agree with the selling stockholders to sell a specified
         number of such shares at a stipulated price per share;

-     a combination of any such methods of sale; and

-     any other method permitted pursuant to applicable law.

                  The selling stockholders may also sell shares under Rule 144
under the Securities Act, if available, rather than under this prospectus.

                  The selling stockholders may also engage in short sales
against the box, puts and calls and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades.

                  Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved. Any
profits on the resale of shares of common stock by a broker-dealer acting as
principal might be deemed to be underwriting discounts or commissions under the
Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by a selling
stockholder. The selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the shares
if liabilities are imposed on that person under the Securities Act.

<PAGE>

                  The selling stockholders may from time to time pledge or grant
a security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus after we have filed an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.

                  The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or
other successors in interest will be the selling beneficial owners for purposes
of this prospectus and may sell the shares of common stock from time to time
under this prospectus after we have filed an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus.

                  The selling stockholders and any broker-dealers or agents that
are involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.

                  We are required to pay all fees and expenses incident to the
registration of the shares of common stock. We have agreed to indemnify the
selling stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.

                  The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their shares of common
stock, nor is there an underwriter or coordinating broker acting in connection
with a proposed sale of shares of common stock by any selling stockholder. If we
are notified by any selling stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of common stock, if
required, we will file a supplement to this prospectus. If the selling
stockholders use this prospectus for any sale of the shares of common stock,
they will be subject to the prospectus delivery requirements of the Securities
Act.

                  The anti-manipulation rules of Regulation M under the
Securities Exchange Act of 1934 may apply to sales of our common stock and
activities of the selling stockholders.

<PAGE>

                                     ANNEX B

                             EPOCH BIOSCIENCES, INC.
                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial owner of common stock, par value $.01 per
share (the "Common Stock"), of Epoch Biosciences, Inc. (the "Company" or the
"Registrant"), and warrants to purchase shares of Common Stock (the "Warrants")
and the Common Stock to be issued upon exercise of the Warrants (together with
the shares of Common Stock, the "Registrable Securities") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of
February 23, 2004 (the "Registration Rights Agreement"), between the Company and
the Investors named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Registration Rights Agreement.

         The undersigned beneficial owner of Registrable Securities hereby gives
notice to the Company of its intention to sell or otherwise dispose of
Registrable Securities beneficially owned by it pursuant to the Registration
Statement. Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Registration Statement, a
beneficial owner of Registrable Securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of Registrable Securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner.

         Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby requests that the Company include the Registrable
Securities owned by it and listed below in Item 3 (unless otherwise specified
under such Item 3) pursuant to the Registration Statement.

 The undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder:

                  _______________________________________________________

         (b)      Full Legal Name of Registered Holder (if not the same as (a)
above) through which Registrable Securities Listed in Item 3 below are held:

                  _______________________________________________________

<PAGE>

         (c)      Full Legal Name of Natural Control Person (which means a
natural person who directly you indirectly alone or with others has power to
vote or dispose of the securities covered by the questionnaire):

                  _______________________________________________________

         (d)      Full Legal Name of DTC participant (if applicable and if not
the same as (b) above) through which Registrable Securities listed in Item 3
below are held (enter N/A if not applicable):

                  _______________________________________________________

2.       ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

                  _______________________________________________________

                  _______________________________________________________

                  _______________________________________________________

                  Telephone: ____________________________________________

                  Fax: __________________________________________________

                  Contact Person: _______________________________________

3.       BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type and Principal Amount of Registrable Securities
beneficially owned:

                  _______________________________________________________

4.       BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                       Yes [ ]   No [ ]

         Note: If yes, the Commission's staff has indicated that you should be
identified as an underwriter in the Registration Statement.

         (b)      Are you an affiliate of a broker-dealer?

                       Yes [ ]   No [ ]

         (c)      If you are an affiliate of a broker-dealer, do you certify
that you bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you
had no agreements or understandings, directly or indirectly, with any person to
distribute the Registrable Securities?

                       Yes [ ]   No [ ]

         Note: If no, the Commission's staff has indicated that you should be
identified as an underwriter in the Registration Statement.

5.       BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE
SELLING SECURITYHOLDER.

         Except as set forth below in this Item 5, the undersigned is not the
beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item 3.

         (a)      Type and Amount of Other Securities beneficially owned by the
Selling Securityholder:

<PAGE>

                  _______________________________________________________

                  _______________________________________________________

6.       RELATIONSHIPS WITH THE COMPANY:

         Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (owners of 5% of
more of the equity securities of the undersigned) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.

         State any exceptions here:

                  _______________________________________________________

                  _______________________________________________________

         Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholder against
certain liabilities.

         The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided in questions 1 or 2 that may
occur subsequent to the date hereof at any time while the Registration Statement
remains effective.

         All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing by hand delivery, first class mail or air courier
guaranteeing overnight delivery to the address set forth below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus.

<PAGE>

         This questionnaire shall be governed in all respects by the laws of the
State of New York.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:            Beneficial Owner: ___________________________________

                  By: ___________________________
                           Name:
                           Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

                               Epoch Biosciences, Inc.
                               21720 23rd Drive SE, #150
                               Bothell, WA 98021
                               Attn: Controller
                               Facsimile No.: 425-482-5550