Prepared and filed by St Ives Burrups





EXHIBIT 10.3

FIRST AMENDMENT TO
RIGHTS AGREEMENT
BETWEEN
ORCHID BIOSCIENCES, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY


  This First Amendment to Rights Agreement
    (the “Amendment”) is made as of this 31st day of March,
    2003 by and between Orchid BioSciences, Inc., a Delaware corporation (the
    “Company”), and American Stock Transfer & Trust Company as
    rights agent (the “Rights Agent”). Capitalized terms used but
    not defined herein shall have the meanings given to such terms in the Purchase
    Agreement (as defined below).

  WHEREAS, the Company has entered
    into a Securities Purchase Agreement dated as of March 31, 2003 by and among
    the Company and the Purchasers set forth on the execution pages thereof (the
    “Purchase Agreement”), pursuant to which the Company will issue
    and sell to the Purchasers units, each consisting of (i) one share of the
    Company’s Series A Convertible Preferred Stock, par value $.001 per
    share (the “Preferred Shares”), convertible into 22,222.22 shares
    of the Company’s common stock, par value $.001 per share (the “Common
    Stock”), and (ii) a warrant (the “Warrants”) to acquire
    6,666.67 shares of Common Stock;

  WHEREAS, the Company and the Rights
    Agent are parties to a Rights Agreement dated as of July 27, 2001 (the “Rights
    Agreement”); and

  WHEREAS, the parties desire to amend
    the Rights Agreement in connection with the execution and delivery of the
    Purchase Agreement, the issuance and sale of the Preferred Shares and Warrants
    and the issuance of Common Stock upon the conversion of the Preferred Shares
    and the exercise of the Warrants, and the Company and the Rights Agent have
    executed and delivered this Amendment.

  NOW, THEREFORE, in consideration
    of the foregoing and the mutual agreements herein set forth, the parties hereby
    agree as follows:

  1.     The
    definition of “Acquiring Person” set forth in Section 1(a) of
    the Rights Agreement is hereby amended by adding the following sentence to
    the end of such definition:

  “Notwithstanding the foregoing,
    none of SDS Capital Partners, SDS Merchant Fund, LP, BayStar Capital II, L.P.,
    DMG Legacy Fund LLC, DMG Legacy Institutional Fund LLC or DMG Legacy International
    Ltd., or any affiliate thereof (each a “Preferred Purchaser” and
    collectively, the “Preferred Purchasers”) shall be or become an
    Acquiring Person by reason of (i) the execution or delivery of the Securities
    Purchase Agreement dated as of March 31, 2003 by and among the Company and
    the Purchasers set forth on the execution pages thereof (the “Purchase
    Agreement”), (ii) the purchase of shares of Series A Convertible Preferred
    Stock, par value $.001 per share, of the Company (the “Preferred Shares”)
    pursuant to the terms and conditions of the Purchase Agreement, (iii) the
    purchase of warrants to purchase shares of Common Stock of the Company (the
    “Warrants”) pursuant to the terms and conditions of the Purchase
    Agreement, (iv) the issuance of shares of Common Stock of the Company upon
    the conversion of Preferred Shares purchased pursuant to the terms and conditions
    of the Purchase Agreement, (v) the issuance of shares of Common Stock of the
    Company as a dividend on the Preferred Shares purchased pursuant to the terms
    and conditions of the Purchase Agreement or (vi) the issuance of shares of
    Common Stock of the Company upon the exercise of Warrants purchased pursuant
    to the terms and conditions of the Purchase Agreement.”



 







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  2.     The
    definition of “Stock Acquisition Date” set forth in Section 1(nn)
    of the Rights Agreement is hereby amended by adding the following sentence
    to the end of such definition:

  “Notwithstanding anything
    else set forth in this Agreement, a Stock Acquisition Date shall not be deemed
    to have occurred by reason of (i) the execution or delivery of the Purchase
    Agreement by each of the Preferred Purchasers, (ii) the purchase of shares
    of Preferred Shares by each of the Preferred Purchasers pursuant to the terms
    and conditions of the Purchase Agreement, (iii) the purchase of Warrants by
    each of the Preferred Purchasers pursuant to the terms and conditions of the
    Purchase Agreement, (iv) the issuance of shares of Common Stock of the Company
    to each of the Preferred Purchasers upon the conversion of Preferred Shares
    purchased pursuant to the terms and conditions of the Purchase Agreement,
    (v) the issuance of shares of Common Stock of the Company to each of the Preferred
    Purchasers as a dividend on the Preferred Shares purchased pursuant to the
    terms and conditions of the Purchase Agreement or (vi) the issuance of shares
    of Common Stock of the Company to each of the Preferred Purchasers upon the
    exercise of Warrants purchased pursuant to the terms and conditions of the
    Purchase Agreement.”

  3.     The
    definition of “Triggering Event” set forth in Section 1(rr) of
    the Rights Agreement is hereby amended by adding the following sentence to
    the end of such definition:

  “Notwithstanding anything
    else set forth in this Agreement, a Triggering Event shall not be deemed to
    have occurred by reason of (i) the execution or delivery of the Purchase Agreement
    by each of the Preferred Purchasers, (ii) the purchase of shares of Preferred
    Shares by each of the Preferred Purchasers pursuant to the terms and conditions
    of the Purchase Agreement, (iii) the purchase of Warrants by each of the Preferred
    Purchasers pursuant to the terms and conditions of the Purchase Agreement,
    (iv) the issuance of shares of Common Stock of the Company to each of the
    Preferred Purchasers upon the conversion of Preferred Shares purchased pursuant
    to the terms and conditions of the Purchase Agreement, (v) the issuance of
    shares of Common Stock of the Company to each of the Preferred Purchasers
    as a dividend on the Preferred Shares purchased pursuant to the terms and
    conditions of the Purchase Agreement or (vi) the issuance of shares of Common
    Stock of the Company to each of the Preferred Purchasers upon the exercise
    of Warrants purchased pursuant to the terms and conditions of the Purchase
    Agreement.”

  4.     Section
    3(a) of the Rights Agreement shall be amended by adding the following sentence
    to the end thereof:



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  “Notwithstanding anything
    else set forth in this Agreement, no Distribution Date shall be deemed to
    have occurred by reason of (i) the execution or delivery of the Purchase Agreement
    by each of the Preferred Purchasers, (ii) the purchase of shares of Preferred
    Shares by each of the Preferred Purchasers pursuant to the terms and conditions
    of the Purchase Agreement, (iii) the purchase of Warrants by each of the Preferred
    Purchasers pursuant to the terms and conditions of the Purchase Agreement,
    (iv) the issuance of shares of Common Stock of the Company to each of the
    Preferred Purchasers upon the conversion of Preferred Shares purchased pursuant
    to the terms and conditions of the Purchase Agreement, (v) the issuance of
    shares of Common Stock of the Company to each of the Preferred Purchasers
    as a dividend on the Preferred Shares purchased pursuant to the terms and
    conditions of the Purchase Agreement or (vi) the issuance of shares of Common
    Stock of the Company to each of the Preferred Purchasers upon the exercise
    of Warrants purchased pursuant to the terms and conditions of the Purchase
    Agreement.”

  5.     The
    Rights Agreement, as amended by this Amendment, shall remain in full force
    and effect in accordance with its terms, until terminated as provided in the
    Rights Agreement as so amended.

  6.     This
    Amendment shall be deemed to be a contract made under the laws of the State
    of Delaware and for all purposes shall be governed by and construed in accordance
    with the laws of such State applicable to contracts to be made and performed
    entirely within such State. This Amendment may be executed in any number of
    counterparts, each of such counterparts shall for all purposes be deemed to
    be an original, and all such counterparts shall together constitute one and
    the same instrument. If any term, provision, covenant or restriction of this
    Amendment is held by a court of competent jurisdiction or other authority
    to be invalid, void or unenforceable, the remainder of the terms, provisions,
    covenants and restrictions of this Amendment shall remain in full force and
    effect and shall in no way be affected, impaired or invalidated.



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  IN WITNESS WHEREOF, the parties
    herein have caused this Amendment to be duly executed and attested, all as
    of the date and year first above written.



	Attest:	ORCHID BIOSCIENCES, INC.
	 	 
	By:	/s/ Brian P. Keane	 	By:	/s/ Andrew P. Savadelis	 
	 	
	 	 	
	 
	Name:  Brian P. Keane	Name:  Andrew P. Savadelis
	Title:  Counsel	Title:  Sr. Vice President
      & CFO
	 	 
	Attest:	AMERICAN
        STOCK TRANSFER &

        TRUST COMPANY

	 	 
	By: /s/ Susan Silber	By: /s/ Herbert J. Lemmer
	 	
	 	 	
	 
	Name: Susan Silber	Name: Herbert J. Lemmer
	Title: Assistant Secretary	Title: Vice President


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