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                                                                   Exhibit 10.22


                                  CONFIDENTIAL

                          STRATEGIC ALLIANCE AGREEMENT

This STRATEGIC ALLIANCE AGREEMENT (the "Agreement") effective as of May 3, 2000
(the "Effective Date") is made by and between Genaissance Pharmaceuticals, Inc.
(hereinafter referred to as "GENAISSANCE"), a Delaware corporation having its
principal place of business at Five Science Park, New Haven, Connecticut 06511
and Sequenom, Inc. (hereinafter referred to as "SEQUENOM") a Delaware
corporation having its principal place of business at 11555 Sorrento Valley
Road, San Diego, California 92121.

                                    RECITALS

WHEREAS, SEQUENOM has expertise in the development and utilization of mass
spectrometry for biopolymer analysis, and expertise in biopolymer assay
design (MassARRAY-TM- Assays), and more specifically, has developed
SEQUENOM's proprietary MassARRAY-TM- technology for high-throughput DNA
analysis (hereinafter "MassARRAY") and whereas SEQUENOM is building a
database of variation in genes of commercial significance to the
pharmaceutical industry;

WHEREAS, GENAISSANCE has expertise in discovering human genomic variation and in
correlating such variation with clinical endpoints, and more specifically is
building a database of such variation in genes of commercial significance to the
pharmaceutical industry (ISOGENOMICS-TM- Database);

WHEREAS, GENAISSANCE desires to purchase certain MassARRAY Products (as
hereinafter defined) from SEQUENOM to be used for GENAISSANCE's Internal
Research Purposes (as hereinafter defined) and HAP-TM- Marker Genotyping
Collaborations (as hereinafter defined), and also desires that SEQUENOM
design MassARRAY Assays (as hereinafter defined) to be used in support of
GENAISSANCE's Internal Research Purposes and HAP-TM- Marker Genotyping
Collaborations;

WHEREAS, SEQUENOM is willing to supply MassARRAY Products and to design
MassARRAY Assays for GENAISSANCE for its Internal Research Purposes and HAP-TM-
Marker Genotyping Collaborations in accordance with the terms and conditions set
forth in this Agreement;

WHEREAS, SEQUENOM AND GENAISSANCE wish to collaborate in developing MassARRAY
technology for use in clinical trials and clinical genetic tests and wish to
collaborate in marketing each others products and services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, GENAISSANCE and SEQUENOM (each a "party" or collectively the "parties")
agree as follows:


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                             ARTICLE 1. DEFINITIONS

1.1      "Affiliate" shall mean with respect to either party, a person or
         entity, including without limiting the generality of the foregoing,
         organizations, corporations, partnerships and joint ventures, that
         directly or indirectly through one or more intermediaries, controls, is
         controlled by or is under common control with such person or entity.
         "Control" (and, with correlative meanings, the term "controlled by" and
         "under common control with") means the possession of the power to
         direct or cause the direction of the management and policies of such
         person or entity, whether through the ownership of voting stock, by
         contract or otherwise. In the case of a corporation, "control" shall
         mean, among other things, the direct or indirect ownership of fifty
         percent (50%) or more of its outstanding voting stock.

1.1      "Commercial Genotyping Services" shall mean performing genotyping
         services in conjunction with a clinical diagnostic test to detect known
         disease mutations or known prognostic polymorphisms or performing
         genotyping services on a direct fee for service basis. For purposes of
         this Agreement, the parties agree that performance of genotyping by
         GENAISSANCE for Internal Research Purposes and for HAP-TM- Marker
         Genotyping Collaborations is excepted and not considered Commercial
         Genotyping Services under this definition.

1.3      DecoGen-TM- Software shall mean GENAISSANCE's software which is
         designed to curate, collate and mine IN SILICO gene variation data and
         which contains algorithms for building haplotypes from SNPs and for
         identifying associations between genetic polymorphisms and phenotypes.

1.4      "Element" shall mean the SpectroCHIP-TM- technology, and the Reaction
         Components B, as set forth in Appendix B, required for the MassARRAY
         System to produce a mass spectrum from the reaction products located at
         a single defined area (a.k.a. "Position") located on the SpectroCHIP,
         ***********************************************************************
         ***********************************************************************
         ************************************* By way of example, for the 96-D
         SpectroCHIP, each SpectroCHIP contains ninety six (96) Positions, so
         that for the MassARRAY System processing a SpectroCHIP that has a
         biopolymer sample ******************************, ninety six (96)
         Elements are used and consumed under this definition.

1.5      "Field of Use" shall mean Internal Research Purposes and HAP-TM- Marker
         Genotyping Collaborations. Commercial Genotyping Services are
         specifically excluded from the Field of Use.

1.6      "GENAISSANCE Know-How" shall mean any and all proprietary data,
         information, know-how, inventions, trade secrets, copyrights,
         regulatory submissions or other intellectual property of any kind,
         other than Patent Rights, owned or controlled by GENAISSANCE as of the
         Effective Date or during the term of this Agreement.


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                                  CONFIDENTIAL

1.1      "Genolyzer-TM- Software" or "SpectroTYPER-TM- Software" shall mean
         SEQUENOM's software used in conjunction with the MassARRAY System to
         generate and store genotyping data, including sequences of primers used
         to detect SNPs, the nucleotides being detected, the mass spectrometry
         data relating to extension of such primers, and the genotypes generated
         from such data.

1.8      "HAP-TM- Marker Genotyping Collaborations" shall mean GENAISSANCE's
         in-house genotyping of SNPs pursuant to an agreement or collaboration
         with a third party, in which such genotyping is performed for the sole
         purposes of discovering, testing, confirming, or validating a SNP
         Association, including within the context of a clinical trial, and
         providing information to the third party regarding such association.

1.9      "HAP-TM- Marker Genotyping Collaborator" shall mean a third party,
         including but not limited to any pharmaceutical or biotechnology
         company, or any academic or nonprofit institution, for which
         GENAISSANCE performs genotyping for the purposes described in
         section 1.8.

1.10     "Internal Research Purposes" shall mean purposes and activities within
         GENAISSANCE that are limited to research and development. Internal
         Research Purposes includes SNP validation for GENAISSANCE's in-house
         disease specific projects. Internal Research Purposes does not mean and
         is not meant to include activities performed under grant money,
         funding, and non-funding arrangements with third party companies,
         enterprises, or institutions (for example, but not limited to
         pharmaceutical research or manufacturing organizations) under which
         results, products, or information from such activities are to be
         provided to the third party. Internal Research Purposes does not mean
         and does not include HAP-TM- Marker Genotyping Collaborations and does
         not mean and does not include Commercial Genotyping Services.

1.11     "MassARRAY Assay" or "Assay" shall mean an assay designed by SEQUENOM
         at the request of GENAISSANCE for the purpose of genotyping a
         particular Proprietary SNP or Non-proprietary SNP and to be used with
         the multi-step process described in Appendix C hereto, and such Assay
         shall include the nucleotide sequences of the amplification and
         extension primers, as well as allele-specific mass values, that are
         necessary for performing the Assay. For purposes of this Agreement, the
         parties agree that "MassARRAY Assays" shall mean all Assays which are
         designed by SEQUENOM at the request of GENAISSANCE after the Effective
         Date of this Agreement, as well as all Assays which were designed by
         SEQUENOM at the request of GENAISSANCE prior to the Effective Date of
         this Agreement for the SNPs listed in Appendix H hereto.

1.12     "MassARRAY Products" shall mean the MassARRAY System (as described and
         defined in Appendix A hereto, and as developed pursuant to sections
         2.9.1 and 2.9.2) and the MassARRAY Kit (as described and defined in
         Appendix B hereto).

1.13     "MassEXTEND-TM- Methods and Processes" shall mean the
         MassEXTEND-TM- Reaction as described and defined in Appendix C hereto
         and which is claimed under Patent Rights


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                                  CONFIDENTIAL

         including United States Patent Application Serial No. ********* and
         foreign equivalents thereof.

1.1      "Non-proprietary SNP" shall mean a SNP that is not claimed under Patent
         Rights of GENAISSANCE or a HAP-TM- Marker Genotyping Collaborator and
         that is not Confidential Information of GENAISSANCE or a HAP-TM- Marker
         Genotyping Collaborator.

1.15     "Patent Rights" shall mean ownership of or exclusive license rights to
         (i) any United States or foreign patent application, (ii) any issued
         United States patent or foreign patent and (iii) any continuation,
         continuation-in-part, divisional, reissue, re-examination, renewal,
         substitution, addition, extension, supplementary protection certificate
         or foreign counterpart thereof of any of the foregoing.

1.16     ***********************************************************************
         *****************************************************

1.17     "Proprietary SNP" shall mean a SNP that is claimed under Patent Rights
         of GENAISSANCE or a HAP-TM- Marker Genotyping Collaborator or that is
         Confidential Information of GENAISSANCE or a HAP-TM- Marker Genotyping
         Collaborator.

1.18     "SEQUENOM Know-How" shall mean any and all proprietary data,
         information, know-how, inventions, trade secrets, copyrights,
         regulatory submissions or other intellectual property of any kind,
         other than Patent Rights, owned or controlled by SEQUENOM as of the
         Effective Date or during the term of this Agreement.

1.19     "SNP" shall mean a single nucleotide polymorphism.

1.20     "SNP Association" shall mean an association between one or more SNPs
         and a phenotype, including but not limited to the presence of, or
         susceptibility for, any disease or condition in humans, or response to
         a drug, where such association is discovered using MassARRAY Assays in
         the Field of Use.

                 ARTICLE 2. PURCHASING, ORDERS AND COLLABORATION

2.1      GENAISSANCE agrees to purchase MassARRAY Products as identified in
         Appendices A and B, and SEQUENOM agrees to sell and deliver MassARRAY
         Products to GENAISSANCE. Such purchase, sale, and delivery shall be
         under the terms of this Agreement.

2.2
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************


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         ***********************************************************************
         ************.

2.3      GENAISSANCE agrees to use MassARRAY Products as its preferred
         genotyping technology as long as MassARRAY Products remain competitive
         with alternative genotyping technologies in terms of the following
         criteria: (i) cost per assay; (ii) high-throughput capacity; (iii)
         accuracy; and (iv) consistency with industry or regulatory standards.
         GENAISSANCE shall notify SEQUENOM if it considers that MassARRAY
         Products are no longer competitive with an alternative genotyping
         technology. In such a case, GENAISSANCE agrees to inform SEQUENOM of
         the specific reasons why GENAISSANCE believes the MassARRAY Products
         are not competitive and will, in good faith, provide SEQUENOM with an
         opportunity to address these reasons and an opportunity to better meet
         GENAISSANCE's needs.

2.4      This Agreement contains the exclusive terms and conditions which apply
         to all purchases of MassARRAY Products, notwithstanding any
         acknowledgment or other business forms ("forms" meaning and including
         GENAISSANCE purchase orders) transmitted by SEQUENOM or GENAISSANCE.
         All orders for MassARRAY Products must reference this Agreement and all
         SEQUENOM and GENAISSANCE acknowledgments and transmittals will
         reference this Agreement and the applicable GENAISSANCE purchase order.

2.5      All orders for MassARRAY Products must specify delivery within ninety
         (90) days from the order date. All orders are subject to acceptance by
         SEQUENOM and to product availability. All orders accepted by SEQUENOM
         are firm and non-cancelable and SEQUENOM shall use its best efforts to
         fill such orders within ninety (90) days from the order date.

2.6      This Agreement does not constitute a purchase order. Purchases
         hereunder shall be made utilizing GENAISSANCE's written purchase orders
         issued by GENAISSANCE.

2.7      GENAISSANCE will use its best efforts to supply SEQUENOM with a
         forecast of its intended purchases on at least a quarterly basis, and
         SEQUENOM shall advise GENAISSANCE within ten (10) business days of its
         ability to meet such forecast. If SEQUENOM advises that it can meet
         such forecast and SEQUENOM subsequently determines that it will be
         unable to meet such forecast, SEQUENOM shall inform GENAISSANCE within
         five (5) business days of its inability to meet such forecast and the
         parties will discuss alternative solutions for meeting the forecast.
         SEQUENOM shall use its best efforts to meet any forecast for which it
         advised GENAISSANCE that it would meet.

2.8      When requested by GENAISSANCE, SEQUENOM agrees to design MassARRAY
         Assays to be used by GENAISSANCE as set forth in Article 5 below.
         GENAISSANCE shall request a group of MassARRAY Assays at a time, with
         the number of assays in such group to be mutually agreed upon, and
         shall provide SEQUENOM with the identity of, known alleles of, and
         local sequence information surrounding the SNPs to be


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                                  CONFIDENTIAL

         genotyped with the MassARRAY Assays. SEQUENOM agrees to advise
         GENAISSANCE, within five (5) business days of receipt of such request,
         the expected delivery date for the group of MassARRAY Assays and shall
         use its best efforts to meet this date. Physical samples of primers in
         aliquot form and/or validation of a MassARRAY Assay will only be
         provided by SEQUENOM at GENAISSANCE's expense and subject to the
         agreement of and at a price to be determined by the parties.
         GENAISSANCE will be responsible for and bear all of the costs
         associated with purchasing and performing quality control experiments
         on all MassARRAY Assays that it uses or plans to use.

         2.8.1    SEQUENOM, at its option, shall have the right to terminate its
                  obligation to design MassARRAY Assays at any time starting six
                  (6) months after the Effective Date of this Agreement PROVIDED
                  THAT SEQUENOM shall provide GENAISSANCE with three (3) months
                  advance notice of such termination.

2.9      SEQUENOM is interested in providing its customers with MassARRAY
         Products together with Standard Operating Procedures (hereinafter
         "SOPs") and validation materials that would assist its customers in
         establishing that a laboratory using such MassARRAY Products for
         performing high-throughput genotyping of SNPs in pharmacogenetic-based
         clinical trials is compliant with US regulatory standards as set forth
         in the Clinical Laboratory Improvement Amendments of 1988 ("CLIA"), and
         possibly other governmental regulatory standards. GENAISSANCE is also
         interested in using MassARRAY Products in conjunction with its
         DecoGen-TM- Software in a high-throughput genotyping facility that is
         compliant with all U.S. regulatory standards and has expertise in
         obtaining certification of such compliance. As a result, the parties
         agree as follows:

         2.9.1    The parties agree to collaborate to define and develop a
                  standard configuration of a Moderate-Throughput MassARRAY
                  System for use only within the Field of Use, including but not
                  limited to, clinical molecular diagnostic laboratory uses
                  within the Field of Use. This Moderate-Throughput MassARRAY
                  System will be designed to process approximately
                  ******************** assays per day. This Moderate-Throughput
                  System will be purchased and used by GENAISSANCE only in the
                  Field of Use after completion of satisfactory design,
                  implementation and testing by the parties, and contingent upon
                  the parties' mutual agreement on price and delivery schedule
                  pursuant to section 4.2.

         2.9.2    The parties further agree to define and develop a standard
                  configuration of a High-Throughput MassARRAY Facility for use
                  only within the Field of Use, including but not limited to,
                  clinical molecular diagnostic laboratory uses within the Field
                  of Use. This High-Throughput MassARRAY Facility will be
                  designed to process up to ************************** assays
                  per day. The components of this High-Throughput Facility will
                  be purchased and used by GENAISSANCE only in the Field of Use
                  after completion of satisfactory design, implementation and
                  testing by the parties and contingent upon the parties' mutual
                  agreement on price and delivery schedule pursuant to
                  section 4.2.


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                  2.9.3    GENAISSANCE agrees to collaborate with SEQUENOM to
                           define and develop a standard set of molecular
                           genetic reagents (hereinafter "Reagents") and SOPs
                           for use with the Reagents and each of the standard
                           MassARRAY configurations developed pursuant to this
                           section 2.9. The Reagents and SOPs will be designed
                           to functionally validate the standard MassARRAY
                           configurations as part of the process of certifying
                           that a laboratory performing genotyping assays using
                           one of the standard MassARRAY configurations defined
                           herein is compliant with CLIA regulations for
                           operation of clinical molecular genetics
                           laboratories.

                           (a) The Reagents will include MassARRAY Assays for
                               genotyping a set of *** well characterized
                               Non-proprietary SNPs in a set of ****************
                               DNA specimens. All of the DNA specimens will be
                               derived from unrelated *************** samples
                               that are available to research and diagnostic
                               laboratories through the American Type Culture
                               Collection (ATCC). SEQUENOM will design and
                               retain ownership of the Assays PROVIDED THAT
                               GENAISSANCE shall receive a ************,
                               non-exclusive license, without the right to
                               transfer or sublicense, to use such Assays in the
                               Field of Use. GENAISSANCE will not provide any of
                               these Reagents to SEQUENOM or third party
                               laboratories. SEQUENOM may, at its discretion,
                               choose to package any or all of these materials
                               as a kit for sale and distribution to its
                               customers.

                           (b) The SOPs will include detailed instructions for
                               performing the Assays using the Reagents with
                               either the Moderate-Throughput MassARRAY System
                               or the High-Throughput MassARRAY Facility in a
                               manner consistent with CLIA regulations for
                               operation of clinical molecular genetics
                               laboratories. GENAISSANCE shall design and retain
                               ownership of these SOPs, PROVIDED THAT SEQUENOM
                               shall receive a ************, non-exclusive
                               license to use and sell the SOPs, and shall have
                               the right to sublicense the SOPs to customers of
                               SEQUENOM for use in conjunction with one of the
                               standard MassARRAY configurations designed
                               pursuant to this Agreement. GENAISSANCE shall, at
                               its sole discretion, have the right to modify the
                               Reagents and SOPs for its internal use and such
                               modifications will remain the Confidential
                               Information of GENAISSANCE.

                           (c) The parties agree that neither party shall
                               guarantee or warrant performance of the Reagents
                               and/or SOPs for use in obtaining certification
                               that a laboratory is in compliance with CLIA
                               regulations for operation of clinical molecular
                               genetics laboratories or for any other purpose.

                  2.9.4    SEQUENOM agrees to provide GENAISSANCE with clear,
                           understandable documentation regarding ************
                           ************************************************ to
                           the extent necessary to allow GENAISSANCE to define
                           and produce data retrieval tools (hereinafter "Data
                           Tools") for use with GENAISSANCE's DecoGen-TM-
                           Software, electronic notebooks and any


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                           laboratory information management system selected by
                           GENAISSANCE. GENAISSANCE agrees that such
                           documentation shall only be used to develop the Data
                           Tools. GENAISSANCE shall retain complete title and
                           ownership to such Data Tools with the right to
                           license or transfer such Data Tools only to those
                           HAP-TM- Marker GenotypiNG Collaborators that have a
                           license from GENAISSANCE to use DecoGen-TM- Software
                           and, under a separate license agreement with
                           SEQUENOM, have a license to Genolyzer-TM- Software.

                  2.9.5    During the term of this Agreement, the parties agree
                           to negotiate in good faith to extend the
                           collaborations described in this section 2.9 to other
                           configurations of MassARRAY technology and other
                           SEQUENOM products that are currently under
                           development or that may be developed in the future by
                           SEQUENOM as well as to future versions of the
                           DecoGen-TM- Software or other software developed by
                           GENAISSANCE.

                  2.9.6    In the unlikely event that the parties can not agree
                           on the definition of a standard MassARRAY
                           configuration pursuant to section 2.9.1 or
                           section 2.9.2, or specifications therefor, then
                           SEQUENOM will use its best efforts to support
                           alternative MassARRAY-based configurations and
                           specifications installed at GENAISSANCE.

2.10     The parties each agree to recommend the other party's products and
         services to potential customers in the pharmaceutical, biotechnology,
         and agricultural markets, and refer publicly to one another as
         Strategic Partners. SEQUENOM will refer to GENAISSANCE as a provider of
         technology that connects genomic variation with clinical outcomes and
         GENAISSANCE will refer to SEQUENOM as its provider of high-throughput
         genotyping technology for use in genomic variation and clinical
         association studies. Each party will make available to the other party
         marketing and technical material, including non-proprietary data, to be
         incorporated into public lectures where appropriate. Each party will
         also make available a representative to present its respective
         technology in private meetings with third party potential customers,
         where it is determined that this will support the execution of a sale.

2.11     Within six months of executing this Agreement, the parties will
         mutually agree upon a collaborative marketing scheme, which shall
         include at least: (a) details of joint marketing tools (e.g. joint
         events, web site cross-linking); (b) a procedure to establish which
         party shall serve as `primary lead' when both parties independently
         enter into discussions with the same potential customer; and (c)
         financial incentives (e.g. royalties or `finder's fees'), if any, to be
         provided when one party secures new business for the other party.

2.12     Throughout the term of this Agreement, each party will designate a
         dedicated staff member as its Strategic Alliance Manager whose primary
         responsibility will be the successful implementation of this Agreement.
         SEQUENOM designates *************, Ph.D. as its initial Strategic
         Alliance Manager and GENAISSANCE designates Mark


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         Rabin, Ph.D. as its initial Strategic Alliance Manager. Each party
         agrees to notify the other party within ten (10) business days of a
         change in its Strategic Alliance Manager.

                 ARTICLE 3. DELIVERY, SHIPMENT AND RISK OF LOSS

3.1      Delivery of MassARRAY Products is subject to acceptance of the order by
         SEQUENOM and to product availability, and to SEQUENOM's lead times
         which may change from time to time.

3.2      SEQUENOM will ship according to SEQUENOM's standard commercial practice
         as described in Appendix D. Special packing or shipping instructions
         requested by GENAISSANCE must be agreed to by SEQUENOM in writing, and
         any charges will be billed to GENAISSANCE.

3.3      All shipments by SEQUENOM shall be FOB SEQUENOM's point of manufacture
         in the United States, PROVIDED THAT if SEQUENOM has a point of
         manufacture in Europe, then any shipments by SEQUENOM to GENAISSANCE's
         facilities in Europe shall be FOB SEQUENOM's point of manufacture in
         Europe. Title to and risk of loss for the MassARRAY Products shall pass
         to GENAISSANCE upon delivery by SEQUENOM to a carrier designated by
         GENAISSANCE or selected by SEQUENOM if GENAISSANCE does not designate a
         carrier.

                       ARTICLE 4. PRICE AND PAYMENT TERMS

4.1      MASSARRAY SYSTEM PRICE. SEQUENOM has delivered one MassARRAY System to
         GENAISSANCE which consisted of the items listed on GENAISSANCE's
         Purchase Order No. *****, which is attached as Appendix G hereto, and
         for which GENAISSANCE has agreed to ***********************************
         **************************************

4.2      GENAISSANCE agrees to purchase at ************* additional
         SpectroSCAN-TM- array mass spectrometers, as well as the accompanying
         components comprising one or both of the MassARRAY standard
         configurations developed pursuant to sections 2.9.1 and 2.9.2, the
         configuration, price, and delivery schedule of which to be mutually
         agreed upon by the parties, with the understanding that the price and
         delivery schedule shall reflect the ************************* of
         GENAISSANCE.

4.3      SEQUENOM agrees to upgrade, ************ to GENAISSANCE, the MassARRAY
         Systems purchased by GENAISSANCE pursuant to sections 4.1 and 4.2 to
         provide a capacity for simultaneously processing three hundred eighty
         four (384) samples through all steps in the Assay described in Appendix
         C. SEQUENOM agrees to perform such upgrade within ten (10) business
         days that such upgrade becomes commercially available and agrees that
         such upgrade shall include replacement of components of the MassARRAY
         Systems installed at GENAISSANCE if necessary to achieve such capacity.


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4.4      MASSARRAY KIT PRICE. Except as otherwise provided in this section 4.4
         and section 4.5, the price of a MassARRAY Kit *************************
         **********************. This price for the MassARRAY Kit is based upon
         a fee ***************************** per Element. This price is for the
         MassARRAY Kit set forth in Appendix B, each Kit including a ten (10)
         chip 384-D SpectroCHIP-TM- pack, wherein each SpectroCHIP-TM- chip
         contains three-hundred eighty four (384) Positions. Until the 384-D
         SpectroCHIP becomes available, SEQUENOM will sell GENAISSANCE MassARRAY
         Kits that include a ten (10) chip 96-D SpectroCHIP-TM- pack, wherein
         each SpectroCHIP-TM- chip contains ninety six (96) Positions, for a
         price ***************** ****************************. This price for
         MassARRAY Kits having the ten (10) chip 96-D SpectroCHIP-TM- pack is
         based upon the same fee ********************** ****** per Element. The
         parties agree that the price per Element set forth in this section 4.4
         shall be reviewed every six months and shall be reduced if necessary to
         assure that GENAISSANCE receives ************************* as set forth
         in section 2.2. Should the parties agree to extend this Agreement
         beyond its three (3) year duration, SEQUENOM reserves the right to
         adjust the price for its MassARRAY Kits at its option, PROVIDED THAT
         the adjusted price shall reflect GENAISSANCE's **************** *****
         as set forth in section 2.2. Payments for the MassARRAY Kits will be
         due thirty (30) days from the date of shipment. Upon shipment of
         MassARRAY Kits, SEQUENOM will submit an invoice reflecting an invoice
         number, date, remit to address, purchase order number, quantity
         ordered, unit price, and any applicable tax and shipping and handling
         charges. The configuration of the MassARRAY Kit may change and/or be
         improved from time to time and may or may not be accompanied by a
         change in purchase price, although the fees per Element agreed to will
         not increase during the three (3) year duration of this Agreement.

4.5      DISCOUNTED MASSARRAY KIT PRICING BASED UPON INCREASED CONSUMPTION.
         SEQUENOM agrees to charge GENAISSANCE a reduced Element fee other than
         that set forth under section 4.4 above, in the event and upon the
         condition that GENAISSANCE, during a twelve month calendar year,
         achieves Element consumption milestones as set forth below, according
         to a scale where the Element fee is reduced as consumption increases.
         For example, as shown in the table below, should GENAISSANCE consume
         between *************************************************************
         Elements in a given calendar year, GENAISSANCE will be charged an
         Element fee of ******************************* per Element rather than
         ************************** per Element as set forth under section 4.4.
         In such a case, GENAISSANCE will receive ****************************
         ***************************************, upon reaching such milestones,
         and ***************************************************.

         ----------------------------------------------------------------------
           ELEMENTS CONSUMED  ************ ************     ********
         ----------------------------------------------------------------------
           PER CALENDAR YEAR                                 *******
         ----------------------------------------------------------------------
           ELEMENT FEE            ****         ****           ****
         ----------------------------------------------------------------------


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4.6      MANNER OF PAYMENT. Payments to be made by GENAISSANCE to SEQUENOM under
         this Agreement shall be payable in United States dollars.


            ARTICLE 5. INTELLECTUAL PROPERTY AND LIMITED RIGHT TO USE

5.1      By this Agreement, and subject to the terms and conditions set forth
         under section 5.1.1 of this Article 5, with the purchase of MassARRAY
         Kits, SEQUENOM grants GENAISSANCE a world-wide, non-exclusive, limited
         right, to use, without the right to permit third parties to use, the
         MassARRAY Kits, in conjunction with the MassARRAY System, for the
         defined Field of Use.

         5.1.1    The MassARRAY Kits provided under this Agreement may be used
                  in performing SEQUENOM's proprietary MassEXTEND-TM- Methods
                  and Processes claimed under Patent Rights including United
                  States Patent Application Serial No. ********* and foreign
                  equivalent Patent Rights. The pricing of the MassARRAY Kit set
                  forth in sections 4.4 and 4.5 includes a prepaid royalty in
                  consideration for which SEQUENOM grants GENAISSANCE a
                  non-exclusive right without transfer or sublicense rights,
                  under United States Patent Application Serial No. *********,
                  foreign equivalent Patent Rights and SEQUENOM Know-How to use
                  the MassARRAY Kits to perform SEQUENOM's proprietary
                  MassEXTEND-TM- Methods and Processes, such right granted being
                  limited to the number of Elements provided per MassARRAY Kit
                  purchased, and such right granted being limited to use by
                  GENAISSANCE for the defined Field of Use.

5.2      The purchase price and royalty terms agreed to under Article 4 and this
         Article 5 of this Agreement, are based upon the parties' mutual
         understanding of the limited rights and the limited Field of Use placed
         on GENAISSANCE's use of MassARRAY Products provided for under this
         Article. Any other uses of the MassARRAY Products, and any terms and
         conditions related thereto, must be agreed to, in writing, by the
         parties. With the exception of the rights granted under this Article 5,
         no other right or license is granted to GENAISSANCE either directly,
         indirectly, by implication, estoppel, or otherwise by SEQUENOM under
         this limited grant.

5.3      All MassARRAY Assays for Proprietary SNPs are hereby designated
         GENAISSANCE Confidential Information and SEQUENOM's use of such assays
         shall be limited as set forth in this section 5.3 and Article 11.

         5.3.1    For the avoidance of doubt, SEQUENOM may make, use, offer to
                  sell and sell MassARRAY Assays for genotyping Proprietary SNPs
                  PROVIDED THAT SEQUENOM validates such Assays independently of
                  any GENAISSANCE Confidential Information as defined in section
                  11.1, PROVIDED THAT such Proprietary SNPs have lost their
                  status as Confidential Information or never were Confidential
                  Information and that such Assays do not infringe any issued
                  claim under Patent Rights of GENAISSANCE or a HAP-TM- Marker
                  Genotyping Collaborator.


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                                  CONFIDENTIAL

         5.3.2    Except as explicitly provided by section 5.3.1, the parties
                  agree that section 5.3.1 does not grant to SEQUENOM any
                  license to make, use, offer to sell or sell the MassARRAY
                  Assays referenced in section 5.3.1 under any Patent Rights
                  claiming such Assays and does not grant to SEQUENOM an
                  exemption for liability for any damages provided under any
                  patent protection associated with such Patent Rights.

         5.2.1    The parties agree that nothing in this Agreement, including
                  any and all of the language in this Article 5, is intended to
                  grant GENAISSANCE a license to perform SEQUENOM's proprietary
                  MassEXTEND-TM- Methods and Processes, or to grant to
                  GENAISSANCE a license to any Patent Rights of SEQUENOM, based
                  solely upon the designation of MassARRAY Assays for
                  Proprietary SNPs as "GENAISSANCE Confidential Information" (as
                  set forth under section 5.3) or otherwise by implication under
                  this Agreement. For the avoidance of doubt, and by way of
                  example only, should this Agreement terminate or expire, while
                  GENAISSANCE possesses and own the rights to the MassARRAY
                  Assays (as defined in section 1.11) for Proprietary SNPs,
                  GENAISSANCE does not possess, control, or own any interest in
                  any Patent Rights of SEQUENOM, including any and all Patent
                  Rights to SEQUENOM's proprietary MassEXTEND-TM- Methods and
                  Processes. If MassARRAY Assays for Proprietary SNPs have
                  utility outside the scope of SEQUENOM's Patent Rights, then
                  GENAISSANCE is free to exploit such utility, however,
                  MassARRAY Assays for Proprietary SNPs may not be used within
                  the scope of any of SEQUENOM's Patent Rights unless, and only
                  upon the condition that MassARRAY Assays for Proprietary SNPs
                  are used with MassARRAY Products purchased from SEQUENOM and
                  the written license agreement provisions of sections 5.1 and
                  5.1.1 are in effect between the parties and are complied with
                  by GENAISSANCE.

5.4      All MassARRAY Assays for Non-proprietary SNPs are hereby designated
         SEQUENOM Confidential Information and GENAISSANCE's use of such Assays
         shall be limited as set forth in this section 5.4 and Article 11.

         5.4.1    By this Agreement, SEQUENOM grants to GENAISSANCE a
                  world-wide, **********, non-exclusive license right, without
                  the right to sublicense or transfer, to make and use MassARRAY
                  Assays for Non-proprietary SNPs, only in the defined Field of
                  Use and only with MassARRAY Products purchased from SEQUENOM.

         5.4.2    For the avoidance of doubt, the parties agree that GENAISSANCE
                  is free to make, use, offer to sell and sell assays for
                  genotyping Non-proprietary SNPs when GENAISSANCE designs and
                  validates such assays independently of any SEQUENOM
                  Confidential Information as defined in sections 5.4 and 11.1,
                  PROVIDED THAT such assays do not infringe any issued claim
                  under Patent Rights of SEQUENOM.


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         5.4.3    Except as explicitly provided by section 5.4.2, the parties
                  agree that section 5.4.2 does not grant to GENAISSANCE any
                  license to make, use, offer to sell or sell the assays
                  referenced in section 5.4.2 under any Patent Rights claiming
                  such assays and does not grant to GENAISSANCE an exemption for
                  liability for any damages provided under any patent protection
                  associated with such Patent Rights.

5.4      GENAISSANCE shall have sole ownership of all right, title and interest
         in all SNP Associations that are discovered by GENAISSANCE, or
         codiscovered by GENAISSANCE and a HAP-TM- Marker Genotyping
         Collaborator, using a MassARRAY Assay.

5.6      SEQUENOM represents and agrees that all employees or others acting on
         its behalf pursuant to this Agreement shall be obligated under a
         binding written agreement to assign to SEQUENOM all inventions made or
         conceived by such employee or other person.

5.7      GENAISSANCE represents and agrees that all employees or others acting
         on its behalf pursuant to this Agreement shall be obligated under a
         binding written agreement to assign to GENAISSANCE all inventions made
         or conceived by such employee or other person.

5.8      Except as provided under section 5.3.1, SEQUENOM agrees that it shall
         require a license or prior written permission from GENAISSANCE to use,
         market or sell MassARRAY Assays for Proprietary SNPs.

5.9      Except as otherwise expressly provided in this Agreement, under no
         circumstances shall a party hereto, as a result of this Agreement,
         obtain any ownership interest in or other right to any technology,
         know-how, patents, patent applications, data, products, or biological
         materials of the other party, including items owned, controlled or
         developed by the other party, or transferred by the other party to said
         party, at any time pursuant to this Agreement. Any compounds,
         technology or know-how derived, developed or acquired by either party
         independent of this Agreement or Confidential Information derived from
         this Agreement shall be the property of such party.

5.10     SEQUENOM recognizes that GENAISSANCE would like HAP-TM- Marker
         Genotyping Collaborators to have access to the MassARRAY Products
         that GENAISSANCE is provided with under this Agreement. SEQUENOM
         agrees that it will grant licenses to MassARRAY Products to HAP-TM-
         Marker Genotyping Collaborators on commercially reasonable terms. In
         addition, SEQUENOM agrees that it will grant to HAP-TM- Marker
         Genotyping Collaborators a ********** non-exclusive license to make
         and use MassARRAY Assays designed for GENAISSANCE by SEQUENOM for
         Non-proprietary SNPs, PROVIDED THAT such licenses shall be limited
         to the Field of Use defined herein and shall only be granted to
         those HAP-TM- Marker Genotyping Collaborators who have a license
         under a separate agreement with SEQUENOM to use MassARRAY Products.
         While the license grants referred to in this section 5.11 will not
         be unreasonably withheld by SEQUENOM, SEQUENOM does reserve the
         right to abstain from granting a license to any HAP-TM- Marker
         Genotyping Collaborator that is a


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         competitor of SEQUENOM or that is otherwise not appropriate for a
         license grant in the sound and reasonable business judgment of
         SEQUENOM.

5.11     The parties agree that a HAP-TM- Marker Genotyping Collaborator is a
         third-party beneficiary of the provisions of section 5.11 and shall
         have the right to enforce such provisions against SEQUENOM.


                       ARTICLE 6. INSPECTION/AUDIT RIGHTS

6.1      Upon the written request of SEQUENOM, GENAISSANCE shall permit an
         independent certified public accountant selected by SEQUENOM and
         acceptable to GENAISSANCE, which acceptance shall not be unreasonably
         withheld, to have access during normal business hours to such records
         of GENAISSANCE as may be reasonably necessary to verify GENAISSANCE's
         compliance with the terms of this Agreement, in respect of any fiscal
         year ending not more than twenty-four (24) months prior to the date of
         such request. SEQUENOM and GENAISSANCE shall use commercially
         reasonable efforts to schedule all such verifications within forty-five
         (45) days after SEQUENOM makes its written request. All such
         verifications shall be conducted not more than once in each calendar
         year. SEQUENOM agrees that all information subject to review under this
         section 6.1 or under any agreement with a HAP-TM- Marker Genotyping
         Collaborator is confidential and that SEQUENOM shall cause its
         independent certified public accountant to retain all such informatioN
         in confidence and to execute a written agreement indicating the same.
         SEQUENOM's independent certified public accountant shall only report to
         SEQUENOM that information directly relating to compliance with the
         terms of this Agreement and shall not disclose to SEQUENOM any other
         information of GENAISSANCE or its HAP-TM- Marker Genotyping
         Collaborators.

6.2      Upon the written request of GENAISSANCE, SEQUENOM shall permit an
         independent certified public accountant selected by GENAISSANCE and
         acceptable to SEQUENOM, which acceptance shall not be unreasonably
         withheld, to have access during normal business hours to such records
         of SEQUENOM as may be reasonably necessary to verify SEQUENOM's
         compliance with the terms of this Agreement, in respect of any fiscal
         year ending not more than twenty-four (24) months prior to the date of
         such request. SEQUENOM and GENAISSANCE shall use commercially
         reasonable efforts to schedule all such verifications within forty-five
         (45) days after GENAISSANCE makes its written request. All such
         verifications shall be conducted not more than once in each calendar
         year. GENAISSANCE agrees that all information subject to review under
         this section 6.2 is confidential and that GENAISSANCE shall cause its
         independent certified public accountant to retain all such information
         in confidence and to execute a written agreement indicating the same.
         GENAISSANCE's independent certified public accountant shall only report
         to GENAISSANCE that information directly relating to compliance with
         the terms of this Agreement and shall not disclose to GENAISSANCE any
         other information of SEQUENOM.


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                         ARTICLE 7. TERM AND TERMINATION

7.1.     The term of this Agreement will be from the Effective Date and will
         continue for a period of three (3) years, unless terminated by a party
         or the parties under one of the provisions of this Article 7.

7.2.     This Agreement shall terminate upon written notice by one party to the
         other party in the event the other party shall become insolvent, asks
         its creditors for a moratorium, files a bankruptcy petition, or suffers
         appointment of a temporary or permanent receiver, trustee, or
         custodian, for all or a substantial portion of its assets.

7.3.     Either party may terminate this Agreement for default by the other
         party in performing any of its material obligations under this
         Agreement by notifying the other party in writing of such default and
         allowing the other party thirty (30) days within which to cure such
         default, unless the default is the failure to pay money, in which case
         the defaulting party shall have only ten (10) business days to cure
         such default after receiving written notice of non-payment. If such
         default is not cured within thirty (30) days from receipt of such
         notice of default (or ten (10) business days in the case of non-payment
         of money owed), the non-defaulting party may terminate this Agreement
         by written notice to the defaulting party.

7.4.     GENAISSANCE may terminate this Agreement if, in its sole judgement,
         SEQUENOM has failed to make MassARRAY Products competitive pursuant to
         section 2.3, by providing SEQUENOM thirty (30) days written notice of
         such termination.

7.5.     In addition to the other grounds set forth in this Article 7,
         GENAISSANCE may terminate this Agreement by providing SEQUENOM thirty
         (30) days written notice if GENAISSANCE reasonably believes that this
         Agreement is no longer consistent with GENAISSANCE's overall business
         strategy.

7.6.     EFFECT OF EXPIRATION OR TERMINATION OF AGREEMENT. Within thirty (30)
         days after expiration or termination under this Article 7, each party
         shall return to the other party or destroy any and all Confidential
         Information provided by the other party pursuant to this Agreement
         according to section 11.3. GENAISSANCE shall have the right to use all
         MassARRAY Kits for which GENAISSANCE has paid and are in GENAISSANCE's
         possession at the time of termination, and the licenses granted
         GENAISSANCE pursuant to sections 5.1 and 5.1.1 shall continue until all
         such MassARRAY Kits are used. Except to the extent expressly provided
         to the contrary, the rights and obligations of the parties pursuant to
         Articles 6, 7, 11, and 12 and sections 5.3, 5.3.1, 5.3.2, 5.3.3, 5.4,
         5.4.1, 5.4.2, 5.4.3, 5.5, 5.6, 5.7, 5.8, 5.9, 14.3, 14.5, 14.6 and
         14.15 shall survive the expiration or termination of this Agreement.
         Any and all rights of SEQUENOM to payments accrued through expiration
         or termination as well as obligations of the parties under firm orders
         for purchase and delivery of MassARRAY Products at the time of such
         expiration or termination shall remain in effect, except that SEQUENOM
         will have no obligation to sell and deliver MassARRAY Products that
         have delivery dates more than three (3) months after the date of
         termination, and in the case of termination under sections 7.2 or


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                                  CONFIDENTIAL

         7.3, the terminating party has discretion in electing whether
         obligations under firm orders will remain in effect.

                     ARTICLE 8. INSTALLATION AND ACCEPTANCE

8.1      Installation of each MassARRAY System by SEQUENOM at a location
         designated by GENAISSANCE is included in the price under sections 4.1
         and 4.2. SEQUENOM shall install each MassARRAY System in accordance
         with SEQUENOM's standard installation practice as defined in Appendices
         D and E hereto, or as amended in the future by mutual written agreement
         of the parties, and SEQUENOM will use commercially reasonable efforts
         to schedule and complete installation in a timely fashion. GENAISSANCE
         and SEQUENOM will cooperate with each other to coordinate the
         installation effort.

8.2      Installation shall be complete, and acceptance by GENAISSANCE shall
         occur, when the MassARRAY System passes SEQUENOM's standard
         installation and test procedures as defined in Appendices D and E
         hereto, or as amended in the future by mutual written agreement of the
         parties. In the event the MassARRAY System delivered will not pass
         SEQUENOM's standard installation and test procedures, SEQUENOM will use
         reasonable commercial efforts to make the necessary adjustments and/or
         to replace the MassARRAY System in whole or in part until the MassARRAY
         System performs as intended and passes such tests.

                               ARTICLE 9. TRAINING

9.1      Included in the price under sections 4.1 and 4.2, SEQUENOM will train
         designated GENAISSANCE employees in the installation, use, and routine
         maintenance of the MassARRAY Products in accord with SEQUENOM's
         standard training program as described in Appendices E and F hereto, or
         as amended in the future by mutual written agreement of the parties,
         and at a mutually convenient time for the parties. GENAISSANCE may
         request from time to time, due to additional instrument purchases,
         employee changes, increased use, or otherwise, additional training as
         the need arises. SEQUENOM will provide additional training according to
         a mutually convenient schedule and at a price to be mutually agreed
         that will reflect GENAISSANCE's *********************.

                    ARTICLE 10. REPRESENTATIONS AND WARRANTY

10.1     REPRESENTATIONS, WARRANTIES AND COVENANTS OF GENAISSANCE. GENAISSANCE
         represents and warrants to and covenants with SEQUENOM that:

                  (a)      GENAISSANCE is a corporation duly organized, validly
                           existing and in corporate good standing under the
                           laws of Delaware;

                  (b)      GENAISSANCE has the legal right, authority and power
                           to enter into this Agreement;


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                  (c)      GENAISSANCE has taken all necessary action to
                           authorize the execution, delivery and performance of
                           this Agreement;

                  (d)      upon the execution and delivery of this Agreement,
                           this Agreement shall constitute a valid and binding
                           obligation of GENAISSANCE enforceable in accordance
                           with its terms, except as enforceability may be
                           limited by applicable bankruptcy, insolvency,
                           reorganization, moratorium or similar laws affecting
                           creditors' and contracting parties' rights generally
                           and except as enforceability may be subject to
                           general principles of equity (regardless of whether
                           such enforceability is considered in a proceeding in
                           equity or at law);

                  (e)      the performance of its obligations under this
                           Agreement will not conflict with its charter
                           documents or result in a breach of any agreements,
                           contracts or other arrangements to which it is a
                           party; and

                  (f)      GENAISSANCE will not during the term of this
                           Agreement enter into any agreements, contracts or
                           other arrangements that would be inconsistent with
                           its obligations under this Agreement.

10.2     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SEQUENOM. SEQUENOM
         represents and warrants to and covenants with GENAISSANCE that:

                  (a)      SEQUENOM is a corporation duly organized, validly
                           existing and in corporate good standing under the
                           laws of Delaware;

                  (b)      SEQUENOM has the legal right, authority and power to
                           enter into this Agreement;

                  (c)      SEQUENOM has taken all necessary action to authorize
                           the execution, delivery and performance of this
                           Agreement;

                  (d)      upon the execution and delivery of this Agreement,
                           this Agreement shall constitute a valid and binding
                           obligation of SEQUENOM enforceable in accordance with
                           its terms, except as enforceability may be limited by
                           applicable bankruptcy, insolvency, reorganization,
                           moratorium or similar laws affecting creditors' and
                           contracting parties' rights generally and except as
                           enforceability may be subject to general principles
                           of equity (regardless of whether such enforceability
                           is considered in a proceeding in equity or at law);

                  (e)      the performance of its obligations under this
                           Agreement will not conflict with its charter
                           documents or result in a breach of any agreements,
                           contracts or other arrangements to which it is a
                           party;

                  (f)      to the best of SEQUENOM'S knowledge, GENAISSANCE's
                           use of MassARRAY Products and practice of
                           MassEXTEND-TM- Methods and Processes in accordance
                           with the product information, notices, and
                           instructions for use provided therewith, do not and
                           will not infringe any issued patent or valid
                           copyright of any third party that is issued or
                           registered prior to the effective date of this
                           Agreement, respectively; and


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                  (g)      SEQUENOM will not during the term of this Agreement
                           enter into any agreements, contracts or other
                           arrangements that would be inconsistent with its
                           obligations under this Agreement.

10.3     LIMITED WARRANTY RELATING TO MASSARRAY PRODUCTS. SEQUENOM warrants that
         the MassARRAY System will be free from defects in materials and
         workmanship and will conform to SEQUENOM's current specifications, or
         as amended in the future by mutual written agreement of the parties,
         and perform accordingly, from the time of installation and for a period
         of at least one (1) year thereafter, so long as the MassARRAY System
         remains unchanged and in the original condition supplied by SEQUENOM.
         SEQUENOM warrants that the MassARRAY Kits will be free from defects in
         materials and workmanship and will conform to SEQUENOM's specifications
         as defined in Appendix C hereto, or as amended in the future by mutual
         written agreement of the parties, and perform accordingly, for a period
         of at least two (2) months from the date of shipment, so long as the
         MassARRAY Kits are stored according to specifications as defined in
         Appendix C hereto, or as amended in the future by mutual written
         agreement of the parties, and remain unchanged and in the original
         condition supplied by SEQUENOM. The foregoing warranty does not include
         periodic maintenance or calibration recommended for some MassARRAY
         Products. This warranty does not apply to defects resulting from
         improper or inadequate maintenance or calibration by GENAISSANCE;
         defects resulting from hardware, software, interfacing, or supplies
         provided by parties other than SEQUENOM; defects resulting from
         unauthorized modification, maintenance, or repair, or improper use or
         operation outside of SEQUENOM's specifications for the MassARRAY
         Products or by personnel not authorized by SEQUENOM, and; defects
         resulting from abuse, negligence, accident, loss or damage in transit.
         In addition, this warranty does not apply to damage due to (1)
         environmental conditions at the site of installation; (2) operator
         failure to perform standard operating procedures and routine
         maintenance as prescribed in the operator manuals; (3) moving (by other
         than SEQUENOM authorized personnel) the MassARRAY System from its
         installed location; (4) exposure of the MassARRAY Products to
         Bio-Safety Level 3 or 4 (as defined by the United States Occupational
         Health and Safety Administration) agents; or (5) exposure to
         radioactivity.

         10.3.1   SEQUENOM's sole obligation and liability for any breach of the
                  limited warranty set forth in section 10.3 shall be at
                  SEQUENOM's sole discretion and option: (1) to replace the
                  MassARRAY Products, in whole or in part, provided that
                  GENAISSANCE notifies SEQUENOM of the defects, SEQUENOM directs
                  GENAISSANCE to return the defective MassARRAY Products to
                  SEQUENOM and GENAISSANCE returns the MassARRAY Products as
                  directed, at SEQUENOM's expense or (2) to repair (and
                  recalibrate as necessitated by repair) the MassARRAY Products
                  in whole or in part. MassARRAY Products may not be returned to
                  SEQUENOM under any circumstances without SEQUENOM's prior
                  authorization. Except as provided in Article 12, SEQUENOM
                  shall not be liable, to any extent whatsoever, for any damages
                  resulting from or arising out of the use or performance of the
                  MassARRAY Products provided under this Agreement, regardless
                  of foreseeability or the form of the cause of action,


                                       18

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                  whether in contract, breach of warranty, tort (including
                  negligence, strict liability, or otherwise), and including but
                  not limited to damages resulting from loss of data, loss of
                  anticipated profits or revenue, or any special, direct,
                  indirect, incidental or consequential damages.

         10.3.2   The limited warranty set forth in section 10.3 states
                  GENAISSANCE's sole and exclusive remedy and SEQUENOM's sole
                  and exclusive responsibility with respect to any alleged
                  breach of this limited warranty. Except as provided in section
                  10.3, the MassARRAY Products are provided without warranty of
                  any kind or nature. SEQUENOM does not warrant, guarantee, or
                  make any representations regarding the use or the results of
                  the use, of the MassARRAY Products in terms of correctness,
                  accuracy, reliability, or otherwise. GENAISSANCE assumes the
                  entire risk as to the results and performance of the MassARRAY
                  Products. The foregoing warranty is exclusive and is made in
                  lieu of and to the exclusion of any other warranties, whether
                  oral or written, express or implied, direct, indirect, by
                  estoppel or otherwise, or created by the Uniform Commercial
                  Code or the usage in the industry or the course of dealings of
                  the parties, as to any matter whatsoever, including but not
                  limited to those concerning merchantability or fitness for a
                  particular purpose.

                           ARTICLE 11. CONFIDENTIALITY

         11.1     For the purpose of this Agreement, Confidential Information
                  means all information, data, and material, labeled or
                  otherwise designated or identified as confidential by SEQUENOM
                  or by GENAISSANCE or their Affiliates.

                  11.1.1   All information relating to SEQUENOM's MassARRAY
                           Products including but not limited to, price,
                           quantity, discount, delivery schedule, improvements,
                           standard operating procedure documents, operation
                           manuals, schematics, design specifications,
                           manufacturing and related specifications, is hereby
                           designated as SEQUENOM's Confidential Information.
                           SEQUENOM agrees that it will, in writing, clearly
                           identify as confidential, any and all information
                           that it provides to GENAISSANCE that it considers to
                           be the Confidential Information of SEQUENOM.

                  11.1.2   Any and all data generated by GENAISSANCE's use of
                           MassARRAY Products is hereby designated as
                           GENAISSANCE's Confidential Information. All
                           information that GENAISSANCE has received from a
                           third party under an obligation of confidentiality to
                           the third party is also hereby designated as
                           GENAISSANCE's Confidential Information. GENAISSANCE
                           agrees that it will, in writing, clearly identify as
                           confidential, any and all SNPs and any other
                           information that it provides to SEQUENOM and that it
                           considers to be the Confidential Information of
                           GENAISSANCE.

         11.3     Each party may use the other party's Confidential Information
                  only for the purpose of performing under this Agreement. For
                  the avoidance of doubt, the parties agree that


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                  neither party shall include in its database of gene variation
                  any information relating to a SNP that is the Confidential
                  Information of the other party unless such information is
                  derived independently of such Confidential Information. All
                  Confidential Information remains the sole property of the
                  disclosing party. Upon termination or expiration of this
                  Agreement, all materials and all copies of all materials
                  containing Confidential Information, including but not limited
                  to papers, books, logs, correspondence and records, in any
                  form, whether written, typed, electronic, videotape,
                  audiotape, etc., shall be returned to the disclosing party
                  within thirty (30) days of the termination or expiration of
                  this Agreement, except that each party may retain a single
                  copy of the other party's Confidential Information solely for
                  the purpose of ensuring compliance under this Agreement and
                  GENAISSANCE may retain and use a copy of Genolyzer-TM-
                  Software for a period of ************** after termination of
                  this Agreement SOLELY for the purpose of providing genotyping
                  data that has been created under this Agreement while this
                  Agreement was in effect, to a regulatory agency or to a
                  HAP-TM- Marker Genotyping Collaborator. GENAISSANCE shall have
                  the right to capture in any and all digital forms any type of
                  data generated from its use of MassARRAY Products and
                  Genolyzer-TM- Software during the term of this Agreement.

         11.4     Except as expressly provided herein, SEQUENOM and GENAISSANCE
                  Affiliates, officers, employees, agents, consultants, and
                  authorized representatives (a) shall hold in strict confidence
                  all Confidential Information from the other party or any of
                  its Affiliates, officers, employees, agents or representatives
                  and (b) shall not distribute, disclose or disseminate such
                  Confidential Information to any third party without the prior
                  written approval of the other party (that is, the original
                  disclosing party), PROVIDED, HOWEVER, that such approval will
                  not be unreasonably withheld where the receiving party
                  reasonably believes that disclosure of the other party's
                  Confidential Information is reasonably necessary to obtain
                  patents, authorization to conduct clinical trials, or
                  regulatory approval, and PROVIDED THAT GENAISSANCE may, at its
                  sole option and discretion, disclose to its HAP-TM- Marker
                  Genotyping Collaborators only that SEQUENOM Confidential
                  Information directly relating to MassARRAY Assays for
                  Non-proprietary SNPs on condition that such Collaborators
                  agree in writing to keep such information confidential to the
                  same extent as GENAISSANCE is required to keep the
                  Confidential Information confidential.

         11.5     For purposes of this section, information will not be
                  considered to be Confidential Information of a party if the
                  information:

                  (i)      was lawfully in the receiving party's possession
                           prior to disclosure under this Agreement and was not
                           acquired directly or indirectly from the disclosing
                           party; or

                  (ii)     was, at the date of disclosure by the disclosing
                           party, public knowledge; or subsequently becomes
                           public knowledge other than through the failure of
                           the receiving party to comply with its obligations of
                           confidentiality under the terms of this Agreement; or


                                       20

<PAGE>

                                  CONFIDENTIAL

                  (iii)    was or is acquired by the receiving party from any
                           third party lawfully having possession of such
                           information and who is not under an obligation of
                           confidentiality to the disclosing party; or

                  (iv)     was or becomes independently known by the receiving
                           party without utilizing information provided by the
                           disclosing party and wherein such independent
                           knowledge is supported in contemporaneously written
                           and dated documentation of the receiving party; or

                  (v)      is required to be disclosed, retained, or maintained
                           by either party, or by a HAP-TM- Marker Genotyping
                           Collaborator, by applicable law or regulation or
                           under the rules of any regulatory or governmental
                           authority, PROVIDED HOWEVER that each party shall
                           immediately notify the other party in writing of such
                           required disclosure and must provide such notice at
                           least thirty (30) days prior to the date when
                           disclosure is proposed to take place, and provided
                           that the party or third party required to make
                           disclosure shall use its best efforts to secure
                           confidential treatment of any such information
                           required to be disclosed.

         11.6     The parties hereto understand and agree that remedies at law
                  may be inadequate to protect against any breach of any of the
                  provisions of this Article 11 by either party or their
                  employees, agents, officers or directors or any other person
                  acting in concert with it or on its behalf. Accordingly, each
                  party shall be entitled to the granting of injunctive relief
                  by a court of competent jurisdiction against any action that
                  constitutes any such breach of this Article 11.

         11.7     Either party may publish or present data and/or results
                  generated under this Agreement, PROVIDED THAT, the proposed
                  disclosure shall be subject to the prior review by the other
                  party solely to determine (i) whether the proposed disclosure
                  contains the Confidential Information of the other party, (ii)
                  whether the information contained in the proposed disclosure
                  should be the subject of a patent application prior to such
                  disclosure or (iii) whether the disclosure would be adverse to
                  the business interests of the other party. Each party shall
                  provide the other party with the opportunity to review any
                  proposed abstract, manuscript or presentation by delivering a
                  copy thereof to the other party no less than thirty (30) days
                  before its intended submission for publication or
                  presentation. The other party shall have thirty (30) days from
                  its receipt of any such abstract, manuscript or presentation
                  in which to notify the party in writing of any specific
                  objections to the disclosure. In the event a party objects to
                  the disclosure, the other party agrees not to submit the
                  publication or make the presentation containing the
                  objected-to information until the party is given a reasonable
                  additional period of time (not to exceed an additional thirty
                  (30) days) to seek patent protection for any material in the
                  disclosure which it believes is patentable or, in the case of
                  Confidential Information, to allow the party to delete any
                  Confidential Information of the other party from the proposed
                  disclosure. Each party agrees to delete from the proposed
                  disclosure any Confidential Information or information that
                  would be adverse to the business interests of the other party
                  upon request.


                                       21

<PAGE>

                                  CONFIDENTIAL

         11.8     Except as provided in section 11.3, the provisions of Article
                  11 shall survive any termination or expiration of this
                  Agreement and continue in force for a period of ten (10) years
                  following the effective date of any such termination or
                  expiration.


                           ARTICLE 12. INDEMNIFICATION

         12.1     In the event of an accusation, claim or lawsuit brought by a
                  third party for infringement of a patent, copyright, or other
                  proprietary right of a third party, based upon GENAISSANCE's
                  use of the MassARRAY Products and performance of
                  MassEXTEND-TM- Methods and Processes in accordance with the
                  product information, notices, and instructions for use
                  provided therewith, SEQUENOM shall use its best efforts to
                  procure for GENAISSANCE the right to continue such use, or if
                  unable to procure such continued use, then SEQUENOM shall use
                  its best efforts to provide a substitute, non-infringing
                  product which provides substantially the same results. In any
                  event, SEQUENOM shall defend the accusation, claim or lawsuit
                  and indemnify GENAISSANCE for any damages which may be
                  awarded, PROVIDED THAT GENAISSANCE (1) provide prompt written
                  notice of the accusation, claim or lawsuit to SEQUENOM; (2)
                  authorize and provide SEQUENOM with complete control of the
                  defense of the accusation, claim or lawsuit and any and all
                  settlements, negotiations, compromises, and discussions
                  thereof; (3) cooperate fully with SEQUENOM and provide
                  SEQUENOM with such reasonable assistance, as SEQUENOM may
                  request in the defense of such accusation, claim or lawsuit;
                  and (4) make no statements or admissions directly or
                  indirectly related to the MassARRAY Products or intellectual
                  property related to the accusation, claim, or lawsuit, or the
                  merits or lack of merit of any accusation, claim, or lawsuit,
                  without the express written permission of SEQUENOM. Nothing in
                  this provision shall be construed to prevent GENAISSANCE from
                  participating in (but not controlling) the defense of any such
                  action, with its counsel and at its own expense.

         12.2     GENAISSANCE IS HEREBY PUT ON NOTICE THAT SEQUENOM'S MASSARRAY
                  PRODUCTS HAVE NOT BEEN SUBJECTED TO REGULATORY REVIEW OR
                  APPROVED BY THE FEDERAL FOOD AND DRUG ADMINISTRATION OR ANY
                  OTHER UNITED STATES GOVERNMENTAL AGENCY OR ENTITY, UNDER ANY
                  STATUTE, FOR ANY PURPOSE, RESEARCH, COMMERCIAL, OR OTHERWISE.

                               ARTICLE 13. NOTICES

         13.1     All notices and requests required or authorized hereunder
                  shall be given in writing either by personal delivery; by
                  registered or certified mail, return receipt requested; or by
                  confirmed facsimile followed by first class mail or express
                  delivery. Such notice shall be deemed to have been given upon
                  such date that it is so personally delivered; the date three
                  (3) days after it is deposited in the mail; or the date the
                  same is received by the receiving party's fax machine,
                  irrespective of the date appearing therein.


                                       22

<PAGE>

                                  CONFIDENTIAL

<TABLE>
<CAPTION>



                  <S>                                                  <C>
                  If to GENAISSANCE:                                   If to SEQUENOM:
                  GENAISSANCE PHARMACEUTICALS, Inc.                    SEQUENOM, Inc.
                  Attention: Gerald F. Vovis, Ph.D.                    Attention: President and CEO
                  Five Science Park                                    11555 Sorrento Valley Road
                  New Haven, CT 06511                                  San Diego, CA 92121-1331
                  Tel: (203) 773-1450                                  Tel: (858) 350-0345
                  Fax: (203) 562-9377                                  Fax: (858) 350-0344

                  and a copy to:                                       and a copy to:

                  GENAISSANCE PHARMACEUTICALS, Inc.                    SEQUENOM, Inc.
                  Attention: Melodie W. Henderson                      Attention: Corporate Counsel
                  Five Science Park                                    11555 Sorrento Valley Road
                  New Haven, CT 06511                                  San Diego, CA 92121-1331
                  Tel: (203) 773-1450                                  Tel: (858) 350-0345
                  Fax: (203) 562-9377                                  Fax: (858) 350-0344

</TABLE>

                               ARTICLE 14. GENERAL

         14.1     FORCE MAJEURE. Except with respect to the payment of money,
                  neither party shall be liable for any failure or delay in its
                  performance under this Agreement due to causes, including, but
                  not limited to, acts of God, acts of civil or military
                  authority, fires, epidemics, floods, earthquakes, riots, wars,
                  sabotage, labor shortages or disputes, and governmental
                  actions, which are beyond its reasonable control; provided
                  that the delayed party: (i) gives the other party written
                  notice of such cause and (ii) uses its reasonable efforts to
                  correct such failure or delay in its performance. The delayed
                  party's time for performance or cure under this section 14.1
                  shall be extended for a period equal to the duration of the
                  cause.

         14.2     RELATIONSHIP OF PARTIES. The parties to this Agreement are
                  independent contractors. Neither party nor their respective
                  Affiliates, employees, consultants, contractors or agents, are
                  Affiliates, agents, employees, joint ventures of the other,
                  nor do they have any authority to bind the other by contract
                  or otherwise to any obligation. Neither party will represent
                  anything to the contrary, either expressly, implicitly, by
                  appearance or otherwise.

         14.3     ASSIGNMENT. The parties may not assign this Agreement in whole
                  or in part without the consent of the other, except if such
                  assignment occurs in connection with the sale or transfer of
                  all or substantially all of the assets of a party to which the
                  subject matter of this Agreement pertains. Notwithstanding the
                  foregoing, any party may assign its rights (but not its
                  obligations) pursuant to this Agreement in whole or in part to
                  an Affiliate of such party.

         14.4     SUCCESSORS IN INTEREST. Subject to section 14.3, the rights
                  and liabilities of the parties hereto will bind and inure to
                  the benefit of their respective successors, executors and
                  administrators, as the case may be.


                                       23

<PAGE>

                                  CONFIDENTIAL

         14.5     APPLICABLE LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of Delaware, U.S.A.,
                  exclusive of its conflicts of law rules. Any litigation
                  between the parties relating to this Agreement shall take
                  place in Delaware and the parties consent to the personal
                  jurisdiction of and venue in the state and federal courts
                  within Delaware.

         14.6     DISPUTE RESOLUTION. The parties hereby agree that they will
                  attempt in good faith to resolve any controversy or claim
                  arising out of or relating to this Agreement promptly by
                  negotiations. If a controversy or claim should arise
                  hereunder, the matter shall be referred to an individual
                  designated by the Chief Executive Officer (or the equivalent
                  position) of GENAISSANCE and an individual designated by the
                  President (or the equivalent position) of SEQUENOM (the
                  "Representatives"). If the matter has not been resolved within
                  thirty (30) days of the first meeting of the Representatives
                  of the parties (which period may be extended by mutual
                  agreement) concerning such matter, either party may bring suit
                  in an appropriate state or federal court. Nothing herein shall
                  preclude the parties from agreeing to binding arbitration at a
                  location and under rules agreed to by each party.

         14.7     SEVERABILITY. If for any reason a court of competent
                  jurisdiction finds any provision of this Agreement, or portion
                  thereof, to be unenforceable, that provision of the Agreement
                  shall be enforced to the maximum extent permissible so as to
                  effect the intent of the parties, and the remainder of this
                  Agreement shall continue in full force and effect.

         14.8     NO WAIVER. Failure by either party to enforce any term,
                  provision, or condition of this Agreement shall not be deemed
                  a waiver of future enforcement of that or any other term,
                  provision, or condition. No waiver of a term, provision, or
                  condition of this Agreement in any one or more instances,
                  whether by context, implication, express, or otherwise, shall
                  be construed to be a further or continuing waiver of such
                  term, provision, or condition.

         14.9     COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, each of which will be deemed an original, but
                  all of which will constitute but one and the same instrument.

         14.10    FACSIMILE COPIES. For purposes of this Agreement, a signed
                  facsimile copy shall have the same force and effect as an
                  original signed Agreement.

         14.11    COMPLETE AGREEMENT. This Agreement, including all Appendices,
                  constitutes the entire agreement between the parties with
                  respect to the subject matter hereof, and supersedes and
                  replaces all prior or contemporaneous understandings or
                  agreements, written or oral, regarding such subject matter. No
                  amendment to or modification of this Agreement shall be
                  binding unless in writing and signed by a duly authorized
                  representative of both parties.


                                       24

<PAGE>

                                  CONFIDENTIAL

         14.12    THIRD PARTY BENEFICIARIES. Except as specifically set forth
                  herein, no third party beneficiary rights are conferred or are
                  intended to be conferred by this Agreement.

         14.13    HEADINGS. Headings in this Agreement are for convenience only,
                  and shall not be used to and shall not affect the meaning or
                  interpretation of this Agreement.

         14.14    CONSTRUCTION. This Agreement shall not be strictly construed
                  against any party hereto, regardless of which party, or how
                  much a party, contributed to the drafting of the Agreement.

         14.15    PUBLIC ANNOUNCEMENTS. Any announcements or similar publicity
                  with respect to the execution of this Agreement shall be
                  agreed upon among the parties in advance of such announcement.
                  The parties understand that this Agreement is likely to be of
                  significant interest to investors, analysts and others, and
                  that any of the parties therefore may make such public
                  announcements with respect thereto, provided that the
                  disclosing party has complied with the conditions of this
                  section 14.15. The parties agree that any such announcement
                  will not contain confidential business or technical
                  information and, if disclosure of confidential business or
                  technical information is required by law or regulation, the
                  disclosing party will use its best efforts to minimize such
                  disclosure and obtain confidential treatment for any such
                  information which is disclosed to a governmental agency or
                  group. Each party agrees to provide to the other party a copy
                  of any public announcement as soon as reasonably practicable
                  under the circumstances prior to its scheduled release. Each
                  party shall provide the other with an advance copy of any
                  press release at least ten (10) business days prior to the
                  scheduled disclosure. Each party shall have the right to
                  expeditiously review and recommend changes to any announcement
                  regarding this Agreement or the subject matter of this
                  Agreement. Except as otherwise required by law, the party
                  whose press release has been reviewed shall remove any
                  information the reviewing party reasonably deems to be
                  inappropriate for disclosure.

         14.16    CONFLICTS. In the event that a conflict arises between this
                  Agreement and any work order, purchase order, billing
                  statement, or invoice related to the purchase of and right to
                  use MassARRAY-TM- Products, this Agreement will govern and the
                  conflicting terms, provisions, and conditions of any such
                  other documents shall be deemed nonexistent, and shall not be
                  binding upon either party.


                                       25

<PAGE>

                                  CONFIDENTIAL

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


GENAISSANCE                                  SEQUENOM, Inc.
PHARMACEUTICALS, Inc.


By:      /s/ Gerald F. Vovis                 By:        /s/ Toni Schuh
   --------------------------------             -------------------------------
   Name: Gerald F. Vovis, Ph.D.                 Name: Toni Schuh
   Title: Senior Vice-President of Genomics     Title: Executive Vice-President
   Date:  3 May 2000                             Date:  4 May 2000
         ------------                                  ------------


                                       26

<PAGE>


                                                                    CONFIDENTIAL

                                   APPENDIX A

                               MassARRAY-TM- System

High-speed SpectroSCAN-TM- array mass spectrometer for separation, detection and
characterization of the analyte molecules from a miniaturized array; configured
with:

      -  a 10-chip SCOUT MALDI target
      -  high precision x/y positioning stage (4 m/step)
      -  low maintenance N(2) UV laser (10Hz) for sample ionization
      -  gridless pulsed ion extraction
      -  125 cm linear TOF analyzer with gated detector
      -  fuzzy logic feedback control
      -  2 GHz digitizer for high-accuracy data acquisition
      -  Workstation, post processing software

SpectroJET-TM-, 4-Channel, v1.1, dispenser for nanoliter sample transfer,
equipped with:

      -  SPIP Micropump with 800 nl chamber volume
      -  droplet volume range of 0.5-2 nl
      -  CV (less than) 2% dispensing precision of the pump
      -  0.1 mm precision of x/y positioning stage
      -  maximum speed of 41.9 cm/sec
      -  PC, controller software

Automated Multipipettor including:

      -  96-channel automated pipettor
      -  pipetting volume range of 2-200 l
      -  magnetic lifter for bead separation
      -  six position workdeck
      -  PC, controller software

Biomass Workstation for data management and interpretation

      -  Workstation (hardware)
      -  Genolyzer-TM- software
      -  Oracle database


                                       A-1

<PAGE>


                                                                    CONFIDENTIAL

                                   APPENDIX B

                                 MassARRAY-TM- Kit
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                           Storage
     Kit Package            DEG.             Components                          Quantity            Dilutions
                            Temp.
-------------------------------------------------------------------------------------------------------------------

<S>                        <C>                 <C>                               <C>                 <C>

Reaction                    2-8 DEG. C
Components B                                   Beads                                16 mL               none
                                               Binding Buffer                       60 mL               1:3 &
                                               Denaturation Solution                60 mL             undiluted
                                               Wash & Conditioning Buffer         2 x 60 mL             1:10
                                               Recovery Solution                    60 mL               1:10
                                                                                                        1:10
-------------------------------------------------------------------------------------------------------------------
SpectroCHIP-TM- Pack      15-25 DEG. C         384-D SpectroCHIP-TM-                  10                 n/a
                                               (96-D Spectro CHIP-TM- will be
                                               supplied until 384-D available)
-------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       B-1

<PAGE>


                                                                    CONFIDENTIAL

<TABLE>
<CAPTION>
                                                             KIT COMPOSITION
         INVENTORY ITEMS     BASIC KIT               KIT COMPOSITION     GENOMICS         R&D
----------------------------------------------------------------------------------------------------------------------
                    Basic Kit Composition (MFGLST00002, R00)
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
     COMPONENTS          QUANTITY                    FORMULATION                    SHIPPING        STORAGE       CO
                                                                                   CONDITIONS     CONDITIONS
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
<S>                       <C>        <C>                                              <C>        <C>            <C>
Probe Enzyme              3840 U     Thermosequenase (32U/ul)                         Cold       Frozen(-20C)   10u
                                                                                                                20%
                                                                                                                due
                                                                                                                diffi
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 1               2.0 ml     10X Buffer, 0.5mM ddATP, 0.5mM ddCTP, 0.5        Cold       Frozen (-20C)
                                     mM dGTP, 0.5mM dTTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 2               2.0 ml     10X Buffer, 0.5mM ddATP, 0.5mM ddGTP,            Cold       Frozen (-20C)
                                     0.5mM dCTP, 0.5mM dTTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 3               2.0 ml     10X Buffer, 0.5mM ddATP, 0.5mM ddTTP,            Cold       Frozen (-20C)
                                     0.5mM dCTP, 0.5mM dGTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 4               2.0 ml     10X Buffer, 0.5mM ddCTP, 0.5mM ddGTP,            Cold       Frozen (-20C)
                                     0.5mM dATP, 0.5mM dTTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 5               2.0 ml     10X Buffer, 0.5mM ddCTP, 0.5mM ddTTP,            Cold       Frozen (-20C)
                                     0.5mM dATP, 0.5mM dGTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
PROBE Mix 6               2.0 ml     10X Buffer, 0.5mM ddGTP, 0.5mM ddTTP,            Cold       Frozen (-20C)
                                     0.5mM dATP, 0.5mM dCTP
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
SpectroChips                10       TF1, 96well, 0.8 um pad height                 Room Temp    Room Temp
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Matrix                 pre-applied   70/10/10 3-HPA, Acetonitrile, Ammonium            n/a       n/a
                                     Citrate
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Magnetic Beads            16 ml      Dynal Beads, d=2.8um                           Room Temp    Cold (2-8C)
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Binding Buffer            60 ml      3M NaC1, 15mM Tris-HCI pH7.5, 1.5mM EDTA       Room Temp    Cold (2-8C)
                                     (3X)
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Denaturation Buffer       60 ml      1N NaOH (10x concentrate)                      Room Temp    Cold (2-8C)
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Wash & Conditioning     2 x 60 ml    100mM Tris-HCI pH=8.0 (10x concentrate)        Room Temp    Cold (2-8C)
Buffer
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Recovery Solution         60 ml      0.5M NH40H (10x concentrate)                   Room Temp    Cold (2-8C)
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Positive Control -        25 ul      25uM PCR Primer PC-F, 10uM PCR Primer            Cold       Frozen (-20C)  25r
PCR Primers                          PC-R-bio, 1X TE Buffer
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Positive Control -        50 ul      10uM PROBE Primer PC-P, 1X TE Buffer             Cold       Frozen (-20C)  25 20p
PROBE Primer
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
Calibrant                 125 ul     0.3uM Oligo standard 17, 1.0uM Oligo             Cold       Frozen (-20C)  25
                                     standard 28, 1.0uM Oligo standard 33                                       5ul/
---------------------- ------------- -------------------------------------------- -------------- -------------- ------
</TABLE>



                                      B-2
<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


                                   APPENDIX C


                                      *****


                                      C-1

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


                                   APPENDIX D


                                      *****


                                      D-1

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


                                   APPENDIX E


                                      *****


                                      E-1

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


                                   APPENDIX F


                                      *****


                                      F-1

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


                                   APPENDIX G


                                                PURCHASE ORDER NO.         15975
                                                                           -----
SHIP TO:
Genaissance Pharmaceuticals, Inc.
Five Science Park
New Haven, CT 06511
(203) 773-1450

BILL TO:
Finova Capital Corporation
Attn: Barbara Sullivan
10 Waterside Drive
Farmington, CT 06032-3065
860-674-7503

                                                          Req. By: K. NANDABALAN
Date:             01/26/00                         Approved By:
         ---------------------------                             ---------------
To:               SEQUENOM
         ---------------------------
Phone:     (978) 371-9830 EXT 17     Daniel Little, Ph.D.
         ---------------------------
Fax:       (978) 371-9644
         ---------------------------

<TABLE>
<CAPTION>

 <S>         <C>         <C>    <C>         <C>                                   <C>            <C>
  ACCT #     JOB DESC.   QTY.   PART #                 DESCRIPTION                 UNIT PRICE      TOTAL
  -------------------------------------------------------------------------------------------------------
                          **    SYSTEM              MassArray System                **********   ********
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                             ANY UPGRADES TO ANY OF THE COMPONENTS                   0.00
                                             ARE TO BE MADE ONSITE BY SEQUENOM AS                    0.00
                                             SOON AS THESE UPGRADES ARE AVAILABLE                    0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                                                     0.00
  -------------------------------------------------------------------------------------------------------
                                                                        TOTAL                      ******
  -------------------------------------------------------------------------------------------------------


Reference/Order No.                                                   Date: _____________________________
                                                                      With: _____________________________

                                                         Expected Delivery: _____________________________
  -------------------------------------------------------------------------------------------------------

</TABLE>


                                      G-1

<PAGE>



                              [SEQUENOM LETTERHEAD]


                                                                January 24, 2000

Dr. Krishnan Nandabalan
Genaissance Pharmaceuticals
Five Science Park
New Haven, CT  06511
(203) 773-1450 x3045


Dear Krishnan,

         Please find to follow a proposal for a MassArray-TM- system for initial
experiments and assay validation at Genaissance. If the proposal is accepted by
the end of January we can guarantee the requested accelerated (4 weeks from
order placement) delivery.

         We have included in this quotation the Spectroscan-TM- Biflex
(developed with our partner Bruker Daltonics) as the mass spectrometer. While we
are progressing on the development and validation of the Spectroscan Voyager
(developed with our partner Perkin Elmer), we cannot offer this as part of a
validated system within the next month. We will of course introduce you to both
mass spectrometers preceding the establishment of the multi-system core
genotyping facility at Genaissance later this year. Likewise, we will in this
timeframe give demonstration of the high-throughput sample processing station
capable of processing more than 25 384-well microtiter plates per day, which is
a product of our collaboration with the lab automation division of Beckman
Instruments.

         Please do not hesitate to contact me by phone, fax, or email if there
are any questions.

                                             Best regards,

                                                  /s/ Daniel P. Little
                                             -------------------------------
                                             Daniel P. Little, Ph.D.
                                             Director, East Coast Operations


                                      G-2

<PAGE>


                                                                    CONFIDENTIAL

                                    PROPOSAL

                                 By and between

                                  SEQUENOM INC.
           1-555 Sorrento Valley Road, San Diego, CA 92121-1331, USA,
                     --Hereinafter referred to as SEQUENOM--

                                       and

                                   GENAISSANCE
                    --Hereinafter referred to as GENAISSANCE--

     PROPOSAL

     SEQUENOM is pleased to provide the GENAISSANCE with a non-binding proposal
     for a MassArray-TM- System ("SYSTEM") which incorporates the following
     components:

     -    High-speed SpectroSCAN Biflex array mass spectrometer for separation,
          detection and characterization of the analyte molecules from a
          miniaturized array; configured with:

          -    a 10-chip MALDI target
          -    high precision x/y positioning stage (4 (muon)m/step)
          -    low maintenance N(2) UV laser (10Hz) for sample ionization
          -    High speed digitizer for high-accuracy data acquisition
          -    Data acquisition workstation

     -    SpectroJET, 4-Channel, v1.1, dispenser for nanoliter sample transfer
          (from microtiter plate to Spectrochip); equipped with:

          -    Micropump
          -    droplet volume range of 0.5-2 nl
          -    CV (less than) 2% dispensing precision of the pump
          -    0.1 mm precision of x/y positioning stage
          -    PC, controller software

     -    SpectroPREP Automated Multipipettor including:

          -    96-channel automated pipettor
          -    pipetting volume range of 2-200 (muon)
          -    magnetic lifter for solid support (bead) manipulation
          -    six position workdeck
          -    PC, controller software


                                      G-3

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

                                                                    CONFIDENTIAL


     -    Data management and interpretation tools

          -    Workstation (hardware)
          -    SpectroTYPER software
          -    Oracle database

     TERMS AND CONDITIONS

     1.   Price for SYSTEM $********** (************************************ US
          Dollars).

     2.   This is a non-binding quotation for the products and services printed
          above.

     3.   Proposal pricing valid for sixty (60) days after issue.

     4.   Upon acceptance of this Proposal, both parties will enter into an
          Agreement outlining the terms and conditions as mutually agreed upon.

     5.   Terms of the strategic alliance agreement under discussion between
          Genaissance and Sequenom will take precedence over those outlined
          here, upon singing of said strategic alliance agreement.

     6.   All product and software licenses are valid only when used with
          authorized SEQUENOM consumables.

     7.   Delivery Date: 4-weeks after the order is placed; order must be placed
          by January 31, 2000 to guarantee the accelerated delivery schedule.
          Valid for this proposal only.

     SEQUENOM warrants that the SYSTEM conforms to specifications and performs
     as specified for a period of six (6) months beginning on the date of the
     first test result provided by SYSTEM after it is installed at GENAISSANCE
     by SEQUENOM. Genaissance may, at its discretion, purchase an annual service
     and maintenance agreement from SEQUENOM. The service and maintenance price
     will depend on the system configuration GENAISSANCE purchases.


                                      G-4

<PAGE>

                    *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.


Genaissance Pharmaceuticals
Confidential and Proprietary


                                   APPENDIX H


                                      *****


                                      H-1