<PAGE>

          PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR
                                CONFIDENTIAL TREATMENT

                                                                   Exhibit 10.22

                              COLLABORATION AGREEMENT


      THIS COLLABORATION AGREEMENT (this "Agreement") is entered into as of June
27, 2000, by and among DELTAGEN, INC. ("Deltagen"), a Delaware corporation with
a place of business at 1003 Hamilton Avenue, Menlo Park, CA 94025, U.S.A., and
GLAXO GROUP LIMITED ("GGL") and GLAXO RESEARCH AND DEVELOPMENT LIMITED ("GWRD"),
each incorporated in England with a place of business at Glaxo Wellcome House,
Berkeley Avenue, Greenford, Middlesex UB6 ONN, United Kingdom.

      NOW, THEREFORE, in consideration of the promises and the mutual covenants
and conditions set forth in this Agreement, the parties agree as follows:

                                     ARTICLE 1
                                    DEFINITIONS

1.1   "Affiliate" shall mean, with respect to a party to this Agreement, any
entity directly or indirectly controlling or controlled by or in common control
with such party, where "control" is defined as the ownership of at least *** of
the equity or beneficial interests of such entity, or the right to vote for or
appoint a majority of the board of directors or other governing body of such
entity.

1.2   "Access Term" shall mean, with respect to each Phenotype Set delivered to
Glaxo Wellcome hereunder, the period commencing on the date on which Glaxo
Wellcome *** and ending on the *** for such Phenotype Set.

1.3   "Competent Jurisdiction" shall mean any of the following jurisdictions:
***.

1.4   "Confidential Information" shall mean, the content of this Agreement, the
Deltagen Proprietary Information, the DeltaBase Functionality and, with respect
to a party, all data and/or information of any kind whatsoever (including
without limitation, data, databases, compilations, formulae, schemata, models,
patent disclosures, procedures, processes, projections, protocols, results of
experimentation and testing, specifications, strategies and techniques), and all
tangible and intangible embodiments thereof of any kind whatsoever (including
without limitation, apparatus, compositions, documents, drawings, machinery,
patent applications, records, laboratory and research notebooks, memoranda and
reports), which are disclosed by such party to the other party and is marked,
identified as or otherwise acknowledged to be confidential at the time of
disclosure to the other party.  Notwithstanding the foregoing, the obligations
of the parties with respect to Confidential Information set forth in Article 7
below shall not apply to data and/or information which the other party can
establish by written documentation (a) to have been publicly known prior to
disclosure of such data and/or information by the disclosing party to the other
party, (b) to have become publicly known, without fault on the part of the other
party, subsequent to disclosure of such data and/or information by the
disclosing party to the other party, (c) to have been received by the other
party at any time from a source, other than the

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

<PAGE>

disclosing party, rightfully having possession of and a right to disclose such
data and/or information, (d) to have been otherwise known by the other party
prior to disclosure of such data and/or information by the disclosing party to
the other party, or (e) to have been independently developed by the employees or
agents of the other party without access to or the use of such data and/or
information disclosed by the disclosing party to the other party.

1.5   "Data Set" shall mean the collective group of Phenotype Sets designated by
Deltagen for inclusion in DeltaBase and delivered to Glaxo Wellcome hereunder in
a given *** of DeltaBase Information under Section 3.2.1 below.

1.6   "DeltaBase" shall mean Deltagen's database consisting of DeltaBase
Information and DeltaBase Functionality.

1.7   "DeltaBase Access Plan" shall mean the plan mutually agreed to by the
parties hereto, substantially in the form of Exhibit A, which establishes
mechanisms for Glaxo Wellcome to document access to the DeltaBase and ensure
compliance with the parameters of such access.

1.8   "DeltaBase Functionality" shall mean the DeltaBase software and
documentation provided to Glaxo Wellcome hereunder; provided, however, that the
DeltaBase Functionality shall exclude all Third Party hardware and software,
including the Third Party hardware and software listed on Exhibit B.

1.9   "DeltaBase Information" shall mean the *** and related data and/or
information, generated or developed by or on behalf of Deltagen from or relating
to *** and entered into one or more databases *** or as to which ***, to be
provided under a subscription to DeltaBase on a nonexclusive basis to DeltaBase
subscribers generally (including Glaxo Wellcome).  Notwithstanding the
foregoing, DeltaBase Information shall not include data or information generated
or developed by or on behalf of Deltagen that is for its or its Affiliates' use,
for use on an exclusive basis by one or more specific Third Parties, and not
intended by Deltagen for inclusion in DeltaBase.

1.10  "Deltagen Patent Rights" shall mean patents and/or patent applications
owned by *** to Deltagen, as of the Effective Date or during the Access Term,
which comprise (a) with respect to ***, any claims covering making, having made,
using, selling, offering for sale, importing or otherwise commercializing *** or
(b) with respect to a ***, any claim covering (i) ***, or uses thereof; or (ii)
***, or uses thereof; and including any divisions, continuations, re-issues,
re-examinations, extensions or other governmental actions which extend any of
the subject matter of such patent applications or patents; provided that
Deltagen Patent Rights shall exclude the Excluded Patent Rights.

1.11  "Deltagen Proprietary Information" shall mean DeltaBase Information that
is confidential and/or proprietary to Deltagen and/or its Affiliates or
licensor(s); provided however, that Deltagen Proprietary Information shall
exclude any data or information that, at the time of first disclosure by
Deltagen, was (a) publicly known prior to such disclosure or (b) already in the
possession of Glaxo Wellcome or (c) generated or developed by or for Glaxo
Wellcome independently and entirely without access to or any reference to or use
of any Deltagen Information, unless such independently generated or developed
data or information or its

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -2-
<PAGE>

generation, development or use, absent the rights and licenses granted by this
Agreement, would infringe any of the Deltagen Patent Rights.

1.12  "Derivative Work" shall mean any and all modifications, improvements,
enhancements, translations, abridgments and the like to ***, and includes,
without limitation, (a) for copyrightable or copyrighted material, any
modification, translation including translation into other computer languages,
port, abridgment, condensation, expansion, correction, addition, extension,
adaptation, extraction, or other form in which such material may be recast,
transformed, or adapted which if prepared without a license to do so would
result in copyright infringement; (b) for patentable or patented material, any
improvement thereon; and (c) for material which is protected by trade secret,
any new material derived from such existing trade secret material, including new
material which may be protected by copyright, patent and/or trade secret laws.

1.13  "Derived" or "derived" shall mean obtained, developed, created, tested,
identified, discovered, synthesized, designed, or resulting from, based upon or
otherwise generated (whether directly or indirectly, or in whole or in part).

1.14  "Designated Gene" shall mean a Target Gene ***.

1.15  "Designated Mutated Gene" shall mean the Mutated Gene that corresponds to
a Designated Gene.

1.16  "Diagnostic Product" shall mean any product, other than a database,
that is (1) for use in (a) the *** in humans (including, without limitation,
the ***), (b) the selection of *** in humans, and (c) the *** in humans and (2)
is derived from the use of, or makes any use of any (i)*** (ii) ***, (iii)
*** (iv) Deltagen Proprietary Information or (v) Deltagen Patent Rights.

1.17  "Effective Date" shall mean the date on which Glaxo Wellcome receives the
first Data Set from Deltagen, which shall be no later than September 1, 2000.

1.18  "ES Cell Line" shall mean, with respect to a Designated Gene, the
embryonic stem cell line used to produce a line of Knockout Mice containing
within their genome the corresponding Designated Mutated Gene.

1.19  "Excluded Patent Rights" shall mean (a) the patents and/or patent
applications owned by, *** Deltagen claiming (i) *** (ii) any product,
formulation or composition, or the use of any product, formulation or
composition, *** (iii) *** or (iv) *** (except that claims described by
sub-clauses (a)(iii) and (a)(iv) above shall not be considered Excluded Patent
Rights and shall be included within the definition of Deltagen Patent Rights,
***; and (b) any divisions, continuations, continuations-in-part, reissues,
reexaminations, extensions or other governmental actions which extend any of the
subject matter of the patent applications or patents in (a) above.

1.20  "Extended Access Term" shall mean, with respect to each Phenotype Set
delivered to Glaxo Wellcome hereunder, the period commencing on the expiration
of the Initial Access Term for such Phenotype Set, and ending on *** of such
Initial Access Term for such Phenotype Set under Section 3.1.5 below.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -3-
<PAGE>

1.21  "FDA" shall mean the US Food & Drug Administration.

1.22  "***" with respect to Knockout Mice is defined in Section 5.1.1.

1.23  "Glaxo Wellcome" shall mean, collectively, GGL, GWRD and their respective
Affiliates.

1.24  "Health Registration" shall mean, with respect to a Product, approval for
marketing and sale of that Product by the requisite governmental or regulatory
authority ***.

1.25  "Initial Access Term" shall mean, with respect to each Phenotype Set
delivered to Glaxo Wellcome hereunder, the period commencing on the date on
which Glaxo Wellcome first receives such Phenotype Set, and ending on the later
of (a) *** the date on which Glaxo Wellcome first ***, or (b) the *** of the
Effective Date.

1.26  "Installation Sites" shall mean the site(s) where the DeltaBase is
installed pursuant to this Agreement and shall in the first instance be limited
to:

           *** (the "First Installation Site")

and subsequently to any other research facilities of Glaxo Wellcome nominated by
Glaxo Wellcome and agreed to in writing by Deltagen.

1.27  "Knockout Mice" or "Knockout Mouse" shall mean, with respect to a ***,
mice or a mouse containing ***.

1.28  "Lead Optimization" shall mean the process of ***.

1.29  "Major Market Country" shall mean any of the following countries: ***.

1.30  "Material Transfer Agreement" shall mean a material transfer agreement in
the form set out in Exhibit F or a modified version thereof with all changes
thereto approved by Deltagen in writing.

1.31  "Mutated Gene" shall mean a *** chosen or targeted by Deltagen and used by
Deltagen in the generation of Knockout Mice, ***.

1.32  "Person" shall mean an individual, corporation, partnership, limited
liability company, trust, business trust, association, joint stock company,
joint venture, pool, syndicate, sole proprietorship, unincorporated
organization, governmental authority or any other form of entity not
specifically listed herein.

1.33  "Phenotype Set" shall mean, with respect to a distinct *** and entered
into one or more databases comprising DeltaBase. During the applicable Access
Term, ***.

1.34  "Pre-clinical Candidate Selection" shall mean the point at which ***.

1.35  "Proof Of Concept" shall mean the *** by or for Glaxo Wellcome.

1.36  "Product(s)" shall mean, collectively, ***.  Notwithstanding anything to
the contrary in

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -4-
<PAGE>

this Agreement, ***.

1.37  "Research Partner" shall mean a Person (whether it is in the public or
private sector) that (a) is a university or other academic non-profit entity at
which research is sponsored by Glaxo Wellcome *** Glaxo Wellcome *** of Products
for the sole benefit of Glaxo Wellcome and (b) receives any (i) *** (ii) ***
(iii) ***or (iv) *** under this Agreement; provided, however, no Research
Partner shall be entitled to receive *** unless and until such Research Partner
executes a Material Transfer Agreement and is subject to the obligations of
confidentiality and restrictions on use contained in this Agreement. Upon
reasonable request, Glaxo Wellcome will provide Deltagen with a written list of
all past and current Research Partners receiving such information pursuant to
this Agreement.

1.38  "Target Gene" shall mean a gene or sequence that is described, referenced
or otherwise included in the DeltaBase Information by Deltagen.

1.39  "Therapeutic Product" shall mean any product developed or generated by or
on behalf of Glaxo Wellcome which is (a) comprised of or includes *** active
ingredients and (b) *** (c) derived from the use of, or makes any use of any (i)
*** (ii) ***(iii) *** (iv) DeltaBase Information; or (v) Deltagen Patent Rights.

1.40  "Third Party" shall mean any Person other than Deltagen, Glaxo Wellcome
and their respective Affiliates and/or Research Partners.

1.41  "Valid Claim" shall mean any claim of any particular patent that (a) is
part of the Deltagen Patent Rights; and (b) is issued or granted by any
Competent Jurisdiction; and (c) has not been finally declared unpatentable or
invalid at the completion of post-grant opposition proceedings including any
appeal therefrom; and (d) is unexpired and has not been held unenforceable,
unpatentable or invalid by a court or other governmental body having legal
competency to hear the matter and proper jurisdiction and venue in a decision
that is unappealable, or unappealed within the time allowed for appeal; and (e)
has not been rendered unenforceable through disclaimer or otherwise or been lost
through an interference proceeding.

1.42  "Valid Reach-Through Claim" shall mean a Valid Claim ***.

                                     ARTICLE 2
                 REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS

2.1   Mutual Representations and Warranties. Each party hereby represents and
warrants to the other party as follows:

      2.1.1     Corporate Existence.  Such party is a corporation duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction in which it is incorporated.

      2.1.2     Authorization and Enforcement of Obligations.  Such party (a)
      has the requisite power and authority and the legal right to enter into
      this Agreement and to perform its obligations hereunder, and (b) has taken
      all necessary action on its part to authorize the execution and delivery
      of this Agreement and the performance of its obligations hereunder. This
      Agreement has been duly executed and delivered on behalf of such party,
      and constitutes a legal, valid,

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -5-
<PAGE>

      binding obligation, enforceable against such party in accordance with its
      terms.

      2.1.3     Consents.  All necessary consents, approvals and authorizations
      of all governmental authorities and other Persons required to be obtained
      by such party in connection with its execution of this Agreement have been
      obtained.

      2.1.4     No Conflict.  The execution and delivery of this Agreement and
      the performance of such party's obligations hereunder (a) do not conflict
      with or violate any requirement of applicable laws or regulations and (b)
      do not conflict with, or constitute a default under, any contractual
      obligation of such party.

2.2   Deltagen Representation, Warranty, and Covenant.

      2.2.1     Deltagen hereby represents and warrants to Glaxo Wellcome that:

      2.2.1.1   As of the Effective Date, Deltagen is the owner of the Deltagen
           Patent Rights and, ***, has the right to grant the licenses
           thereunder contemplated hereby.

      2.2.1.2   When operated with the recommended Third Party hardware and
           software listed on Exhibit B, the DeltaBase Functionality shall ***.

      2.2.1.3   When operated with the recommended Third Party hardware and
           software listed on Exhibit B, the DeltaBase Functionality will not
           produce errors in processing date and/or time data in connection with
           the year 2000 change, will successfully and correctly transition and,
           with respect to the correct system date, will remain operational and
           properly functioning into and beyond the year 2000, and will
           accurately and correctly process any and all date and/or time data
           from, into and between the twentieth and twenty-first centuries, when
           the DeltaBase Functionality is used with accurate date and/or time
           data in accordance with its documentation, provided that all other
           products used with the DeltaBase Functionality properly exchange date
           and/or time data with the DeltaBase Functionality.

      2.2.1.4   The DeltaBase Information and the Phenotype Sets *** and shall
           *** to generate and develop the data and information contained
           therein.

      2.2.1.5   ***, the DeltaBase Functionality shall not include any so-called
           "computer virus," "worm," or "Trojan horse" or other similar
           malicious computer code.

2.3   In the event of the breach of any representation or warranty by Deltagen
under Section 2.2, Glaxo Wellcome shall provide prompt written notice thereof to
Deltagen describing in reasonably specific detail the nature of the alleged
breach.  With respect to *** (a) in the case where *** or (b) in all other
cases, ***.

2.4   Deltagen shall notify Glaxo Wellcome of *** against or owed ***, or any
***, known to Deltagen, relating to the applicable Deltagen Patent Rights which
Deltagen believes will *** Glaxo Wellcome hereunder.

2.5   For purposes of this Agreement, *** and *** (or phrases to similar effect)
shall mean, in

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -6-
<PAGE>

each case, the knowledge of employees of Deltagen *** with respect to such
subject matter as any reasonably diligent company would perform in the normal
course of its own business operations.

2.6   DISCLAIMER OF WARRANTIES.

      2.6.1     DELTAGEN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
      IMPLIED, WITH RESPECT TO THE *** OR OTHER RESULTS OF THE ***.

      2.6.2     EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 2,
      DELTAGEN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
      RESPECT TO ***, THE ***, THE DELTABASE, THE KNOCK-OUT MICE, THE ***, OR
      DELTAGEN PATENT RIGHTS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF
      THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER
      PERSON.

2.7   Third Party Licenses. Without limiting the generality of the foregoing in
Section 2.6, Glaxo Wellcome hereby acknowledges that Glaxo Wellcome will be
required to obtain (sub)licenses to use *** software and *** in order to use the
DeltaBase Functionality in accordance with this Agreement.

2.8   Governmental Consents and Approvals.  Each party shall be responsible,
at its own expense, for complying with all applicable laws and obtaining all
applicable governmental and regulatory approvals, consents, permits and
licenses to perform its duties and responsibilities under this Agreement. In
particular:-(a) Deltagen shall perform its obligations in conformance with
(i) the Content Criteria, (ii) generally accepted industry standards for
non-clinical research and laboratory animal care and welfare as reasonably
implemented by Deltagen in its facilities and operations, and (iii) if and to
the extent applicable, all other local, state and federal laws, rules,
regulations, and ordinances including, but not limited to, the federal ***
including, but not limited to, *** and the regulations of the *** and (b)
Glaxo Wellcome shall be  responsible for complying with such laws and
obtaining all such governmental and regulatory approvals, consents, permits
and licenses in connection with the ***, as well as in connection with access
to and the receipt, storage, and use of such materials by Glaxo Wellcome in
accordance with this Agreement.  The parties will consult and cooperate each
other with respect to their respective compliance with this Section 2.8.

                                     ARTICLE 3
                                  DELTABASE ACCESS

3.1   Access to the DeltaBase.

      3.1.1     Access.  Subject to the terms and conditions of this Agreement,
      Deltagen shall provide Glaxo Wellcome with access in accordance with
      Exhibit A to the DeltaBase at the Installation Sites during the applicable
      Access Term for each Phenotype Set delivered to Glaxo Wellcome hereunder.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -7-
<PAGE>

      3.1.2     Installation, Maintenance and Support.  Deltagen shall install
      the DeltaBase at the First Installation Site on a mutually acceptable
      date, and thereafter shall during the Access Term *** Glaxo Wellcome.
      Deltagen shall install, and during the Access Term maintain and support,
      the DeltaBase at additional Installation Sites at Deltagen's then current
      rates for installation, maintenance and support, ***.  Deltagen shall
      perform such installation, maintenance and support in accordance with the
      Installation Maintenance and Support Plan attached as Exhibit C.  Deltagen
      and its duly authorized representatives shall have the sole right and
      responsibility for such installation, maintenance and support of the
      DeltaBase and shall install, maintain and support DeltaBase using
      commercially reasonable standards of care ***.  Glaxo Wellcome shall be
      solely responsible at its sole cost for, and shall, obtain the recommended
      Third Party hardware and software listed on Exhibit B.  Glaxo Wellcome
      shall appoint one (1) Glaxo Wellcome employee resident at each
      Installation Site who shall be both (a) the primary person to contact
      Deltagen and (b) the primary contact for Deltagen, for all communications
      regarding the installation, maintenance and support of the DeltaBase at
      such Installation Site.  Glaxo Wellcome shall notify Deltagen in writing
      promptly upon such appointment and thereafter upon any changes in such
      appointments.

      3.1.3     Installation Site.  Except as expressly provided herein, Glaxo
      Wellcome's  use of the DeltaBase shall be limited to the Installation
      Sites. DeltaBase shall be installed on the hard disk of a single
      designated file server at the Installation Sites, but may not be copied
      for individual clients of such server.  Glaxo Wellcome shall be entitled
      to designate *** of DeltaBase (i) for back-up and retrieval purposes only
      and (ii) a test server to enable integration of DeltaBase into Glaxo
      Wellcomes own computer system.  In no event shall Glaxo Wellcome install
      or use the DeltaBase in a manner which would allow unauthorized access.

      3.1.4     Training.  Deltagen shall provide Glaxo Wellcome with ***
      training by *** Deltagen employees regarding the use of the DeltaBase.
      Deltagen additionally shall provide Glaxo Wellcome with *** of training at
      ***, regarding the use of the DeltaBase.  The number of employees to
      receive such training ***.  ***. Deltagen shall provide Glaxo Wellcome
      with such additional training services in such manner, at such rates as
      shall be mutually agreed between the parties, ***.

      3.1.5     Extended Access Term.  Glaxo Wellcome will provide Deltagen with
      written notice of its election under the following subsections of this
      Section 3.1.5, not later than *** prior to the expiration of the then
      Access Term. Failure to provide such notice shall be deemed an election
      not to extend the Access Term. Following receipt of such notice, Deltagen
      will invoice Glaxo Wellcome as appropriate.

           3.1.5.1   With respect to each Phenotype Set delivered to Glaxo
                Wellcome hereunder, Glaxo Wellcome shall have the right to
                extend its period of access to such Phenotype Set for additional
                *** periods commencing on the expiry of the Initial Access Term
                or relevant Extended Access Term as the case may be, by
                notifying Deltagen of its desire to do so as described above
                and paying to Deltagen an amount equal to *** for each ***
                period with respect to such Phenotype Set by the *** in which
                Glaxo Wellcome receives the invoice.

           3.1.5.2   With respect to all Phenotype Sets in a Data Set delivered
                to Glaxo Wellcome in a

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -8-
<PAGE>

           single quarterly installment, Glaxo Wellcome shall have the right to
           extend its access to all Phenotype Sets in such Data Set for
           additional one *** periods, commencing on the expiry of the Initial
           Access Term or relevant Extended Access Term as the case may be, by
           notifying Deltagen of its desire to do so as described above. Glaxo
           Wellcome shall pay to Deltagen an amount equal to *** for each Data
           Set *** in each Data Set for each *** period with respect to all
           Phenotype Sets in such Data Set. Payments due hereunder shall be paid
           by the *** in which Glaxo Wellcome receives the invoice.

      3.1.5.3   With respect to all Phenotype Sets delivered to Glaxo Wellcome
           during the Initial Access Term, Glaxo Wellcome shall have the right
           to extend its access to all such Phenotype Sets for additional ***
           periods, commencing on the expiry of the Initial Access Term or
           relevant Extended Access Term as the case may be,  by notifying
           Deltagen of its desire to do so as described above and paying to
           Deltagen an amount equal to *** for each *** period with respect to
           all Phenotype Sets delivered to Glaxo Wellcome during the Initial
           Access Term by the *** in which Glaxo Wellcome receives the invoice.

3.2   DeltaBase Information.

      3.2.1     Delivery of Phenotype Sets.  During each of the *** of the
      Access Term, Deltagen shall deliver to Glaxo Wellcome *** Data Sets as
      part of the DeltaBase Information.  The Data Sets delivered to Glaxo
      Wellcome on a *** in each year shall include up to a total of ***
      Phenotype Sets per year delivered at the rate of *** Phenotype Sets per
      ***.  If available (and subject to section 3.1.5.2) and if Glaxo Wellcome
      so elects and Deltagen agrees, Glaxo Wellcome may receive Data Sets with
      *** per Data Set ***. If available and if Glaxo Wellcome so elects and
      Deltagen agrees, Glaxo Wellcome may receive Phenotype Sets that are
      designated by Deltagen for inclusion in DeltaBase and delivery to
      DeltaBase subscribers under a DeltaBase subscription, *** per year, by
      paying to Deltagen *** per *** by the *** in which Glaxo Wellcome receives
      the invoice.

      3.2.2     Quality Assurance.  Glaxo Wellcome shall have a period of ***
      after the receipt of each Data Set by Glaxo Wellcome hereunder to ***
      described in Exhibit D as varied with the consent of both parties (the
      "Content Criteria").  In the event that any Data Set *** the Content
      Criteria, Glaxo Wellcome shall provide written notice to Deltagen *** in
      reasonable detail. If Deltagen does not agree that ***, then the matter
      will be addressed by the *** and, if necessary, according to the ***.
      With respect to each ***, Deltagen shall, within *** after its receipt of
      such notice, (a) in the case where *** is the result of or relates to ***,
      ***, mutually agree with Glaxo Wellcome upon a *** or (b) in all other
      cases, ***. If Glaxo Wellcome does not provide written notice of *** with
      respect to such Data Set pursuant to this Section 3.2.2 within such ***
      period, such Data Set shall be *** with the Content Criteria.

      3.2.3     Supplemental DeltaBase Information. During the Access Term for
      each Phenotype Set, Deltagen shall additionally provide to Glaxo Wellcome
      *** with respect to *** to Glaxo Wellcome hereunder that are *** and
      provided under a subscription to DeltaBase on a nonexclusive basis ***
      (including Glaxo Wellcome ). Deltagen, at its sole discretion, also may
      from time to time release to its DeltaBase subscribers (including Glaxo
      Wellcome) as

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -9-
<PAGE>

      part of the general DeltaBase subscription, ***. Deltagen shall send all
      DeltaBase Information to Glaxo Wellcome on a reasonably suitable medium
      (being either Magneto Optical Disk, Tape or CD ROM) under such means
      agreed to by the parties. Notwithstanding the foregoing, such updates and
      supplements shall not include information or data generated or developed
      by or on behalf of Deltagen that is for its or its Affiliates' use, for
      use on an exclusive basis by one or more specific Third Parties, and not
      intended by Deltagen for inclusion in DeltaBase.

3.3   DeltaBase Access Plan.  Glaxo Wellcome shall comply with the DeltaBase
Access Plan at all times during the Access Term.

3.4   Ownership and Use of DeltaBase.

      3.4.1     Ownership.  Notwithstanding anything to the contrary herein, as
      between Deltagen and Glaxo Wellcome, Deltagen shall retain all right,
      title and interest in and to the DeltaBase, including without limitation,
      the DeltaBase Information and all worldwide intellectual property rights
      therein and thereto.

      3.4.2     Permitted Use

      3.4.2.1   Subject to the terms and conditions of this Agreement (including
           without limitation prompt payment of all fees due hereunder), Glaxo
           Wellcome may:- (a) *** use (i) the DeltaBase Information solely to
           conduct internal research and (ii) the DeltaBase Functionality solely
           to search and access the DeltaBase Information, in each case for the
           sole benefit of Glaxo Wellcome, ***.

      3.4.2.2   Glaxo Wellcome shall not disclose, broker, license or otherwise
           grant rights in, sell, assign, or transfer the DeltaBase or any
           portion thereof or any interest therein to any Third Party.  Glaxo
           Wellcome shall not authorize or permit any unauthorized access,
           copying, alteration or installation of the DeltaBase or any portion
           thereof.

      3.4.2.3   Glaxo Wellcome shall not, in part or in whole, reverse engineer,
           decompile, reproduce, publicly display, adapt, modify, prepare
           Derivative Works based upon, or distribute copies (in whatever form,
           whether tangible or intangible, by any means whatsoever whether now
           known or hereafter invented) of the DeltaBase for any purpose except
           to make the *** pursuant to section 3.1.3 *** . Glaxo Wellcome also
           shall have the right to ***.  Any such *** shall be subject to the
           same terms and conditions that apply to DeltaBase under this
           Agreement. Deltagen shall have no obligation to support any such ***.
           Notwithstanding anything to the contrary in this Agreement, the right
           of Glaxo Wellcome *** under this Section 3.4.2.3 shall not diminish
           or otherwise impair Deltagen's right, title and interest in
           DeltaBase.  ***, subject to Deltagen's ownership of and prior rights
           in the DeltaBase Information included or incorporated therein or on
           which such *** is based. In no event, however, shall this Section
           3.4.2.3 be interpreted to allow ***, or any compilation of databases
           that include any DeltaBase Proprietary Information (modified or
           unmodified) for sale, licensing or other commercialization.

      3.4.3     Records on use of DeltaBase. Glaxo Wellcome shall maintain
      records *** of Glaxo Wellcome's access to and use of the ***.  Glaxo
      Wellcome shall maintain such records during the Access Term and for a
      period of *** thereafter. Such records shall be in sufficient detail
      and in a

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -10-
<PAGE>

      format to enable Deltagen to monitor compliance with the terms and
      conditions of this Agreement, including without limitation, the DeltaBase
      Access Plan.  Upon Deltagen's reasonable request ***, Glaxo Wellcome shall
      permit a Deltagen designee (at Deltagen's cost) to have access during
      ordinary business hours to such records as may be reasonably necessary to
      verify compliance with the terms of this Agreement regarding use of the
      DeltaBase for any year not more than *** prior to the date of such
      request. Glaxo Wellcome shall be given not less than *** prior advance
      notice of any request for access.  Such designee shall be bound by
      obligations of confidentiality no less than those contained in this
      Agreement and shall disclose to Deltagen only whether Glaxo Wellcome is in
      compliance with the applicable terms and conditions of this Agreement. If
      such audit reveals that Glaxo Wellcome is in material non-compliance with
      this Agreement, then Glaxo Wellcome shall pay or reimburse the costs of
      and fees for such audit.

      3.4.4     Unauthorized Disclosure or Use.  Glaxo Wellcome shall notify
      Deltagen immediately in the event of any actual or suspected unauthorized
      disclosure or use, loss, or theft of the DeltaBase or any part thereof,
      and shall take all steps reasonably requested by Deltagen to investigate
      and terminate any of the foregoing. Notwithstanding this obligation,
      subject to the terms and conditions of this Agreement, Deltagen confirms
      that during the Access Term, Glaxo Wellcome shall have the right to use
      the DeltaBase solely for Glaxo Wellcome's internal use by authorized
      personnel of Glaxo Wellcome at the Installation Site in secure work
      facilities in accordance with the terms and conditions of this Agreement
      and the DeltaBase Access Plan set out in Exhibit A. Glaxo Wellcome shall
      have no access to or right to use the DeltaBase except at the Installation
      Site under the terms and conditions of this Agreement.

      3.4.5     Record and Reports. Glaxo Wellcome shall keep complete and
      accurate records of its activities conducted under this Agreement and the
      results thereof sufficient to permit Deltagen to confirm the accuracy of
      Glaxo Wellcome's payment obligations under this Agreement. In addition to
      the reports provided pursuant to other Sections of this Agreement for
      billing purposes, within *** during the Access Term and after the end of
      the Access Term, Glaxo Wellcome shall prepare and provide Deltagen with an
      annual written report of the activities conducted under this Agreement
      pursuant to Exhibit E and each year Glaxo Wellcome shall prepare and
      provide to the Escrow Agent the reports set forth in Exhibit E.

3.5   Subscription Fee.  In consideration for the right to access DeltaBase
hereunder, Glaxo Wellcome shall pay to Deltagen the following nonrefundable and
noncreditable amounts on the following dates:

         3.5.1  With respect to the first Data Set delivered to Glaxo Wellcome
      hereunder, *** for ***, which shall be paid as follows: (a) *** which
      Glaxo Wellcome receives the invoice or such Data Set, whichever is later,
      and (b) *** within *** days following receipt by Glaxo Wellcome of the
      Data Set or invoice, whichever is later, provided that payment under
      clause (b) of this Section 3.5.1 shall be subject to Section 3.5.3.

      3.5.2     With respect to each subsequent Data Set delivered to Glaxo
      Wellcome hereunder, *** for *** which shall be paid as follows: (a) *** in
      which Glaxo Wellcome receives the invoice or such Data Set, whichever is
      later, and (b) *** within *** following receipt by Glaxo Wellcome of the
      Data Set or invoice, whichever is later, provided that payment under

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -11-
<PAGE>

      clause (b) of this Section 3.5.2 shall be subject to Section 3.5.3.

      3.5.3     If Glaxo Wellcome gives notice within the requisite *** day
      period under Section 3.2.2 that each Data Set,  as delivered, ***, then
      Glaxo Wellcome *** as the case may be, *** with the Data Set in question
      but *** for each ***    or the *** (b) with respect to ***, whichever is
      lesser.  Amounts, if any, *** will be paid promptly upon ***. Glaxo
      Wellcome's *** certain payments under this Section 3.5.3 shall not affect
      its obligation to make full and timely *** of all other amounts due under
      this Agreement. Any disputes under this section shall be dealt with in
      accordance with Article 12.

                                     ARTICLE 4
                                RIGHTS AND LICENSES

4.1   Rights and Licenses Granted. Subject to the terms and conditions of this
Agreement (including, without limitation, Section 11.5 and the prompt payment of
all fees due under this Article 4), Deltagen hereby grants to Glaxo Wellcome (a)
the right to access and use the DeltaBase and use the Deltagen Proprietary
Information, subject to the terms of this Agreement and for the purposes
contemplated hereby, and (b) a non-exclusive world-wide license under Deltagen
Patent Rights to ***.

4.2   License Fees. Glaxo Wellcome shall pay the following license fees to
Deltagen:-

      4.2.1     *** promptly upon *** with respect to each *** developed or
      generated by or for Glaxo Wellcome.

      4.2.2     *** promptly upon *** with respect to each *** derived from the
      use of a *** where; (a) *** of the ***, , through any ***, the *** or the
      product of *** and; (b) the *** and; (c) the *** describes or covers a ***
      the ***; and (d) the ***.

      4.2.3     (a) *** promptly upon *** with respect to each *** derived from
      the use of a *** and (b) *** promptly upon the obtaining of the *** with
      respect to any *** derived from the use of *** where; (i) a *** of the ***
      is *** through any ***, *** *** the product of the ***; (ii) *** and;
      (iii) the *** describes or covers ***; and (iv) the ***.

      4.2.4     *** promptly upon the *** with respect to a ***.

      4.2.5     (a) *** promptly upon the obtaining of the *** with respect to
      each ***.

4.3   Clarification of Payment Obligations.  It is understood between Glaxo
Wellcome and Deltagen that:

      4.3.1     If a particular *** specific to *** is (a) the subject of ***
      and/or (b) is the subject of *** and Glaxo Wellcome decides to proceed
      instead with one or more other directly related *** specific to the same
      ***, then Glaxo Wellcome shall, with respect to each such ***.

      4.3.2     The timing of the obtaining of *** by Deltagen is not related to
      or coupled with the timing of any of the payment events set forth in
      Section 4.2.  For example, a given Product not previously subject thereto
      may become subject to Section 4.2.3(b) and/or Section 4.2.5

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -12-
<PAGE>

      due to the ***.  In such circumstances, Glaxo Wellcome promptly shall pay
      to Deltagen the highest applicable license fees due under whichever of
      Sections 4.2.2 through 4.2.5 then apply with respect to that Product, ***,
      it being the intent that Deltagen always be paid the maximum license fees
      due under Section 4.2 but that in such cases *** under Sections 4.2.2
      through 4.2.5 shall be payable.

      4.3.3     For the purposes of this Agreement, *** will be differentiated
      from one another, based on whether or not they are, or would be, covered
      by a *** (or the relevant competent authority); provided, however, that a
      given product, formulation or composition grouping will be considered a
      *** even if *** are or would be required *** (or the relevant competent
      authority), if *** are solely due to and/or (b) ***. For the avoidance of
      doubt, if a given ***, or if two or more products, formulations or
      compositions ***, then, subject to the proviso to the preceding sentence,
      each will be considered a separate *** for purposes of this Agreement.

      4.3.4     Payments made pursuant to Section 4.2 are non-creditable, ***,
      and are non-refundable.  Without limiting the generality of the preceding
      sentence, no credit or refund of amounts paid or payable pursuant to
      Sections 4.2.2 through 4.2.5 based on the existence of a ***
      ***. However, the parties agree *** *** for payment under Sections 4.2.2
      through 4.2.5 ***.

4.4   Due Date.  Glaxo Wellcome shall make the payments referred to in Section
4.2 by the *** in which Glaxo Wellcome receives the invoice from Deltagen. Glaxo
Wellcome will report in writing to Deltagen each *** and each *** promptly, and
in any event within thirty (30) days thereafter, so that Deltagen can issue the
corresponding invoice hereunder and receive payment without delay.

4.5   Acknowledgment.  The parties expressly agree that, provided that Glaxo
Wellcome has paid in full all amounts due and otherwise is not in default
hereunder, and subject to the applicable provisions of Article 9, nothing
contained in this Agreement shall restrict in any way whatsoever Glaxo
Wellcome's use and exploitation, either during the Access Term or after the
expiry of the Access Term, of *** in accordance with this Agreement.

4.6   ***  by Glaxo Wellcome or its Research Partners and that contain in their
genome *** of a Knockout Mouse shall be subject to all of the restrictions and
provisions of this Agreement applicable to Knockout Mice ***.

                                     ARTICLE 5
                             USE OF *** KNOCKOUT MICE

5.1   Transfer to Glaxo Wellcome.

      5.1.1     With respect to each ***, if during the applicable Access Term
      Glaxo Wellcome provides written notice to Deltagen of its desire to use
      Knockout Mice containing *** Gene, Deltagen shall transfer to Glaxo
      Wellcome *** of the *** of such Knockout Mouse *** after receiving such
      notice from Glaxo Wellcome. In general, Deltagen intends to *** for each
      line of Knockout Mice and ***. However, if Deltagen in its ordinary course
      of business *** of a line of a Knockout Mouse, then Deltagen shall notify
      Glaxo Wellcome of this fact and, at Glaxo Wellcomes option, either; (a)
      provide Glaxo Wellcome *** Glaxo Wellcome (at Glaxo

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -13-
<PAGE>

      Wellcome's cost) to ***, or Knockout Mice ***, solely for use by Glaxo
      Wellcome on the terms and conditions of this Agreement or (b) *** of
      Knockout Mice or *** (as jointly determined by the parties) for such
      Designated Mutated Gene at costs mutually agreed upon by the parties which
      shall be *** as the costs set out in this Section 5. The use of Knockout
      Mice or *** maintained or obtained by Glaxo Wellcome pursuant to the
      preceding sentence shall be subject to all the terms and conditions of
      this Agreement.

      5.1.2     Glaxo Wellcome may request *** in its notice pursuant to Section
      5.1.1; provided, however, Glaxo Wellcome acknowledges that Deltagen
      maintains *** only and that the availability to Glaxo Wellcome ***.  In
      the event of a request by Glaxo Wellcome for ***, Section 5.1.1 shall not
      apply and the parties instead will negotiate, reasonably and in good
      faith, the quantity, time schedule and amount to be paid for the delivery
      of such Knockout Mice.  Once such terms are mutually agreed, Deltagen will
      send a confirming written notice to Glaxo Wellcome. Glaxo Wellcome may
      elect to revert back to *** by written notice received by Deltagen at any
      time prior to its dispatch of such confirming notice.

5.2   Use.  Except as expressly provided herein, Glaxo Wellcome, directly or
indirectly through Research Partners, shall use *** and Knockout Mice solely
during the applicable Access Term (subject to Section 9.1) and solely for Glaxo
Wellcome's internal research purposes.

5.3   Transfer Fees.

      5.3.1     In partial consideration of Deltagen's resources and efforts
      expended in connection with the transfer to Glaxo Wellcome ***, Knockout
      Mice or other means of supply under Section 5.1 above, Glaxo Wellcome
      shall pay to Deltagen the following amounts at the times set forth
      herein:

           ---------------------------------------------------------------------
              By the *** in which Glaxo         *** per ***
              Wellcome receives the *** for a
              requested line of Knockout Mice,
              or Deltagen s invoice, whichever
              is later

           ---------------------------------------------------------------------
              By the *** the month in which     As mutually agreed pursuant to
              Glaxo Wellcome receives a         Section 5.1.2
              requested line of Knockout Mice
              pursuant to Section 5.1.2 or
              Deltagen s invoice, whichever is
              later

           ---------------------------------------------------------------------
              By the *** the month in which     *** per ***
              Glaxo Wellcome receives
              Deltagen s invoice after
              advising Deltagen of each
              commencement of the first
              screening activities using each
              line of Knockout Mice

           ---------------------------------------------------------------------

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -14-
<PAGE>

           ---------------------------------------------------------------------
              By the *** in which Glaxo         *** per ***
              Wellcome receives Deltagen s
              invoice after advising Deltagen
              of the *** line of Knockout Mice
              ***

           ---------------------------------------------------------------------

      5.3.2     Payments made pursuant to Section 5.3 are non-creditable and are
      non-refundable.  Payments under this Section 5.3 are in addition to any
      applicable payment under Sections 4.2 or 6.3, notwithstanding that such
      payments may relate to the same ***, Knockout Mouse and/or Product.

      5.3.3     Glaxo Wellcome will report in writing to Deltagen quarterly, ***
      using each line of Knockout Mice and each *** Knockout Mice ***, so that
      Deltagen can issue the corresponding invoice hereunder and receive payment
      without delay. Such reports will be as accurate and complete as reasonably
      possible, except that annually, Glaxo Wellcome will internally audit the
      activities giving rise to payment under Section 5.3.1 and will certify in
      writing to Deltagen, concurrently with the annual deposit into escrow
      pursuant to Section 3.4.5, the amounts due under Section 5.3.1 for each
      category of payment.  If required, the parties will make appropriate
      adjustment to true-up the payments made pursuant to Glaxo Wellcome's
      monthly reports against the amount shown on such annual certification.

      5.3.4     In the event that Glaxo Wellcome *** Knockout Mice *** in any
      ***, the parties shall meet to discuss if ***, on a going forward basis
      for the remainder *** , ***, if any, achieved by Deltagen based on the ***
      by Glaxo Wellcome and ***.

5.4   Certain Restrictions.  The transfer of ***, Knockout Mice and any other
means of supply under Section 5.1 above to Glaxo Wellcome is made expressly
subject to the following terms and conditions:

      5.4.1     Except as expressly allowed by this Agreement, all Knockout Mice
      and their progeny and *** shall remain in the sole control of Glaxo
      Wellcome and Glaxo Wellcome shall not (and shall not attempt or purport
      to) transfer such Knockout Mice, *** or mice to any Third Party.

      5.4.2     Glaxo Wellcome shall not, directly or indirectly, use or attempt
      to use the Knockout Mice ***, or any materials or information derived
      therefrom to reverse-engineer or perform any genetic manipulation on the
      Knockout Mice ***.

      5.4.3     Glaxo Wellcome shall not use or authorize or enable any Research
      Partner to use the Knockout Mice or *** and mice produced therefrom for
      any purpose other than internal research purposes for the sole benefit of
      Glaxo Wellcome.

      5.4.4     Glaxo Wellcome shall not (and shall not attempt or purport to)
      authorize or enable any Research Partner to assign, sell, have sold,
      lease, offer to sell or lease, distribute, license, sublicense or
      otherwise transfer title to or an interest the Knockout Mice and their
      progeny or ***.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -15-
<PAGE>

      5.4.5     Subject to all the terms and conditions of this Agreement, Glaxo
      Wellcome may *** to any given Research Partner (which shall, for this
      purpose, include such Research Partner's respective Affiliates) within any
      twelve (12) month period.  *** with respect to any such Research Partner
      shall require prior consultation with, and the prior written approval of,
      Deltagen (***).  All Knockout Mice *** shall be provided to Research
      Partners solely pursuant to an executed Material Transfer Agreement and
      then solely to conduct internal research at the location identified
      therein during the applicable Access Term and solely for the sole benefit
      of Glaxo Wellcome.

                                     ARTICLE 6
                                    USE OF ***

6.1   Transfer to Glaxo Wellcome.

      6.1.1     With respect to each ***, if during the applicable Access Term
      Glaxo Wellcome provides written notice to Deltagen of its desire to obtain
      *** containing such ***, Deltagen shall transfer to Glaxo Wellcome ***
      containing such *** within thirty (30) days after receiving such notice
      from Glaxo Wellcome.

6.2   Use.  Except as expressly provided herein, Glaxo Wellcome, directly or
indirectly through Research Partners, ***, and all ***, solely during the
applicable Access Term and solely for Glaxo Wellcome's internal research
purposes.

6.3   Transfer Fees.

      6.3.1     In partial consideration of Deltagen's resources and efforts
      expended in connection with the transfer to Glaxo Wellcome of *** under
      Section 6.1 above, Glaxo Wellcome shall pay to Deltagen the following
      amounts at the times set forth herein:

      --------------------------------------------------------------------------
      By the *** *** per *** in which Glaxo Wellcome receives *** from
      each *** or Deltagen's invoice whichever is
      later

      --------------------------------------------------------------------------
      By the *** in which Glaxo Wellcome receives   *** per ***
      Deltagen's invoice after advising Deltagen
      of commencement of the ***

      --------------------------------------------------------------------------
      By the *** in which an invoice is received    *** per ***
      after GW has advised Deltagen that it has
      undertaken the ***

      --------------------------------------------------------------------------

      6.3.2     Payments made pursuant to Section 6.3.1 are non-creditable and
      are non-refundable.  Payments under this Section 6.3 are in addition to
      any applicable payment under Sections 4.2

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -16-
<PAGE>

      or 5.3, notwithstanding that such payments may relate to the same ***,
      Knockout Mouse and/or Product.

      6.3.3     Glaxo Wellcome will report in writing to Deltagen, quarterly the
      commencement of *** and each undertaking of the *** promptly, so that
      Deltagen can issue the corresponding invoice hereunder and receive payment
      without delay. Such reports will be as accurate and complete as reasonably
      possible, except that annually, Glaxo Wellcome will internally audit the
      activities giving rise to payment under Section 6.3.1 and will certify in
      writing to Deltagen, concurrently with the annual deposit into escrow
      pursuant to Section 3.4.5, the amounts due under Section 6.3.1 for each
      category of payment.  If required, the parties will make appropriate
      adjustment to true-up the payments made pursuant to Glaxo Wellcome's
      monthly reports against the amount shown on such annual certification.

      6.3.4     In the event that Glaxo Wellcome ***, the parties shall meet to
      discuss if ***, on a going forward basis for the remainder ***, if any,
      achieved by Deltagen based on the *** by Glaxo Wellcome and ***.

6.4   Certain Restrictions. The transfer of the *** under Section 6.1 to Glaxo
Wellcome is made expressly subject to the following terms and conditions:

      6.4.1     Except as expressly allowed under this agreement, all *** shall
      remain in the sole control of Glaxo Wellcome and Glaxo Wellcome shall not
      (and shall not attempt or purport to) transfer any *** to any Third Party.

      6.4.2     Glaxo Wellcome shall not, directly or indirectly, use or attempt
      to use the *** to reverse-engineer or perform any genetic manipulation on
      the Knockout Mice ***. For the avoidance of any doubt Glaxo Wellcome ***.

      6.4.3     Glaxo Wellcome shall not use the *** or any *** for any purpose
      other than internal research purposes for the sole benefit of Glaxo
      Wellcome.

      6.4.4     Glaxo Wellcome shall not (and shall not attempt or purport to)
      authorize or enable any Research Partner to assign, sell, have sold,
      lease, offer to sell or lease, distribute, license, sublicense or
      otherwise transfer title to or an interest in the *** any ***.

      6.4.5     Subject to all the terms and conditions of this Agreement, Glaxo
      Wellcome may *** to any given Research Partner within any twelve (12)
      month period*** with respect to any Research Partner (which shall, for
      this purpose, include its respective Affiliates) shall require prior
      consultation with, and the prior written approval of, Deltagen (***).  All
      Knockout Mice, ***, shall be provided to Research Partners solely pursuant
      to an executed Material Transfer Agreement and then solely to conduct
      internal research at the location identified therein during the applicable
      Access Term and solely for the sole benefit of Glaxo Wellcome.

                                     ARTICLE 7
                                  CONFIDENTIALITY

7.1   Confidential Information.  During the term of this Agreement, and for a
period of fifteen (15) years following the expiration or earlier termination
hereof, each party shall maintain in

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -17-
<PAGE>

confidence all Confidential Information disclosed by the other party, and shall
not use, disclose or grant the use of the Confidential Information except on a
need-to-know basis to those directors, officers, employees, consultants,
clinical investigators, contractors, agents, distributors or permitted
assignees, to the extent such disclosure is reasonably necessary in connection
with such party's activities as expressly authorized by this Agreement.  To the
extent that disclosure is authorized by this Agreement, then prior to such
authorized disclosure, each party hereto shall obtain agreement of any such
Person to hold in confidence and not make use of the Confidential Information
for any purpose other than those permitted by this Agreement.  Each party shall
notify the other promptly upon discovery of any unauthorized use or disclosure
of the other party's Confidential Information.

7.2   Terms of this Agreement.  Except as otherwise provided in Section 7.1
above, neither party shall disclose any terms or conditions of this Agreement to
any Third Party without the prior consent of the other party.  Notwithstanding
the foregoing, prior to execution of this Agreement, the parties shall agree
upon the substance of information that can be used to describe the terms of this
transaction, and each party may disclose such information, as modified by mutual
agreement from time to time, without the other party's consent.

7.3   Permitted Disclosures.  The confidentiality obligations contained in this
Article 7 shall not apply to:- (a) the extent that the receiving party (the
"Recipient") is required (a) to disclose information by law, order or regulation
of a governmental agency or a court of competent jurisdiction, or (b) to
disclose information to any governmental agency for purposes of ***, provided in
either case that the Recipient shall provide written notice thereof to the other
party and sufficient opportunity to object to any such disclosure or to request
confidential treatment thereof.

      7.3.1     Glaxo Wellcome shall be entitled to *** generated by Glaxo
      Wellcome from Glaxo Wellcome's use of DeltaBase, the Knockout Mice and the
      *** under this Agreement, provided always that *** do not contain any
      information or data contained in DeltaBase or other Confidential
      Information of Deltagen. Glaxo Wellcome will notify Deltagen of the name
      of the ***, to allow Deltagen to satisfy itself that such publications do
      not contain any DeltaBase Information or Confidential Information of
      Deltagen. If Deltagen does not provide Glaxo Wellcome with comments upon
      any *** at least ten (10) days prior to ***, then those *** shall be
      deemed to have been approved by Deltagen. Glaxo Wellcome may submit the
      last form of *** approved (or deemed approved) by Deltagen to third
      parties for *** without requiring any further comments from Deltagen. ***
      publications shall be re-submitted to Deltagen for its review and approval
      as described in this Section 7.3.1. Any *** intended by Research Partners
      shall be subject to the provisions of section 10 of Exhibit F.

      7.3.2     Promptly upon their execution of this Agreement, the parties
      will issue the joint press release in the form attached as Exhibit G.
      Otherwise, neither party shall make any public announcement concerning
      this Agreement or the subject matter hereof, except as required by
      applicable law, without first submitting a copy of the proposed
      announcement to the other party for review and obtaining their consent
      thereto, such consent not to be unreasonably withheld or delayed.

                                      ARTICLE 8

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -18-
<PAGE>

                                   INDEMNIFICATION

8.1   Indemnity.

      8.1.1     Glaxo Wellcome shall indemnify and hold Deltagen harmless, from
      and against all losses, liabilities, damages and expenses suffered by
      Deltagen (including reasonable attorneys' fees and costs) resulting from
      all claims, demands, actions and other proceedings by any Third Party to
      the extent arising from (a) a material breach of any representation,
      warranty or covenant of Glaxo Wellcome under this Agreement, (b) the use
      of the DeltaBase, Knockout Mice or *** by or for Glaxo Wellcome, (c) the
      development, manufacture, possession, distribution, use, testing, sale or
      other disposition of any Product (without regard to culpable conduct), or
      (d) the *** or its Research Partners in the performance of its
      obligations, and its permitted activities, under this Agreement.

      8.1.2     Deltagen shall indemnify and hold Glaxo Wellcome harmless, from
      and against all losses, liabilities, damages and expenses suffered by
      Glaxo Wellcome (including reasonable attorneys' fees and costs) resulting
      from all claims, demands, actions and other proceedings by any Third Party
      to the extent arising from (a) a material breach of any representation,
      warranty or covenant of Deltagen under this Agreement  , or (b) *** *** in
      the performance of its obligations to be performed under this Agreement.

8.2   Procedure.  A party (the "Indemnitee") that intends to claim
indemnification under this Article 8 shall promptly notify the other party (the
"Indemnitor") of any claim, demand, action or other proceeding for which the
Indemnitee intends to claim such indemnification.  The Indemnitor shall have the
right to participate in, and to the extent the Indemnitor so desires jointly
with any other indemnitor similarly notified, to assume the defense thereof with
counsel selected by the Indemnitor; provided, however, that the Indemnitee shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the Indemnitor, if representation of the Indemnitee by the counsel retained
by the Indemnitor would be inappropriate due to actual or potential differing
interests between the Indemnitee and any other party represented by such counsel
in such proceedings.  The indemnity obligations under this Article 8 shall not
apply to amounts paid in settlement of any claim, demand, action or other
proceeding if such settlement is effected without the prior express written
consent of the Indemnitor, which consent shall not be unreasonably withheld or
delayed.  The failure to deliver notice to the Indemnitor within a reasonable
time after notice of any such claim or demand, or the commencement of any such
action or other proceeding, if prejudicial to its ability to defend such claim,
demand, action or other proceeding, shall relieve such Indemnitor of any
liability to the Indemnitee under this Article 8 with respect thereto, but the
omission so to deliver notice to the Indemnitor shall not relieve it of any
liability that it may have to the Indemnitee otherwise than under this
Article 8.  The Indemnitor may not settle or otherwise consent to an adverse
judgment in any such claim, demand, action or other proceeding, that diminishes
the rights or interests of the Indemnitee without the prior express written
consent of the Indemnitee, which consent shall not be unreasonably withheld or
delayed.  The Indemnitee, its employees and agents, shall reasonably cooperate
with the Indemnitor and its legal representatives in the investigation of any
claim, demand, action or other proceeding covered by this Article 8.

8.3    Insurance.  Each party shall maintain with a reputable insurance company
such

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -19-
<PAGE>

comprehensive general liability insurance coverage with respect to their
respective obligations and liabilities under this Agreement as it determines
reasonable and appropriate for its respective business and activities.

                                     ARTICLE 9
                                    TERMINATION

9.1   Term.  The term of this Agreement shall commence on the Effective Date and
continue thereafter unless terminated earlier pursuant to this Article 9. This
Agreement in so far as it relates to Glaxo Wellcome's access to and use of
Knockout Mice, *** and DeltaBase shall expire on the expiry of the Access Term.
Subject to Section 9.6.2, the right of Glaxo Wellcome to develop, make, have
made, use, offer for sale, sell, import and keep Products under *** shall
continue in full force and effect notwithstanding ***; provided always that
Glaxo Wellcome complies with all the payment and other applicable and relevant
provisions of this Agreement.

9.2   Termination for Cause.  A party may terminate this Agreement upon or after
the breach of any material provision of this Agreement (which shall include,
without limitation, any material breach by Deltagen of *** and any material
breach by Glaxo Wellcome of its *** by the other party, if the breaching party
has not cured such breach within *** after written notice thereof from the other
party.  Notwithstanding the foregoing, in the case of a failure to pay any
undisputed amounts due hereunder the period of cure of any such default shall be
*** and, unless payment is made within such period, the termination shall become
effective at the end of such *** period.

9.3   Termination on Notice. Glaxo Wellcome shall be entitled to terminate this
Agreement, without the necessity of good cause, upon the service on Deltagen, at
any time during the *** next following the first anniversary of the Effective
Date, of written notice of termination pursuant to this Section 9.3 plus
payment, concurrently with such notice, of an amount equal to ***  under Section
3.2.1) plus all of Glaxo Wellcome's unpaid payment obligations incurred up to
the date of termination.  Termination pursuant to this Section 9.3 shall be
effective *** Deltagen's receipt of such notice.

9.4   Termination on Insolvency. Either party may terminate this Agreement upon
the other party (a) passing a resolution for its winding-up or a court of
competent jurisdiction making an order for that party's winding-up or
dissolution or (b) the making of an administration order in relation to that
party or (c) the appointment of a receiver over, or an encumbrancer taking
possession of or selling an asset of, that party or (d) the other party making
an arrangement or composition with its creditors generally or making an
application to a court of competent jurisdiction for protection from its
creditors generally.

9.5   ***.

      9.5.1     Either party may terminate this Agreement for good reason,
      determined reasonably and in good faith, in the event that the other party
      completes any transaction for the sale or transfer to a Third Party of
      substantially all of the other party's business (by asset or stock sale,
      merger or otherwise).  For the purposes of this Section 9.5.1, "***"
      includes if such Third Party is ***. Deltagen expressly consents to the
      merger between Glaxo Wellcome and

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -20-
<PAGE>

      SmithKline Beecham and that, if completed, the provisions of this
      Agreement shall apply to the newly merged entity, provided that the newly
      merged entity executes an assumption agreement, in form reasonably
      satisfactory to Deltagen, pursuant to which the newly merged entity
      assumes all of Glaxo Wellcomes obligations and liabilities hereunder upon
      identical terms and conditions to those set out in this Agreement.

      9.5.2     Glaxo Wellcome may terminate this Agreement without the
      necessity of good reason, in the event that Glaxo Wellcome completes any
      transaction for the sale or transfer to a Third Party of substantially all
      of such party's business (by asset or stock sale, merger or otherwise).

      9.5.3     For the avoidance of doubt, this Section 9.5 does not apply to
      an initial public offering or any other public sale of securities, a
      corporate reorganization, the sale of securities in a financing or
      re-financing, or any other similar transaction.

      9.5.4     A termination pursuant to this Section 9.5 by a party shall
      occur, if at all, by prompt written notice to the other party (a) in the
      case of a termination under section 9.5.1, within thirty (30) days after
      receipt of written notice from the other party of the pendency or
      completion of the pertinent transaction and (b) in the case of a
      termination under Section 9.5.2, within five (5) days after the completion
      of the pertinent transaction.

9.6   Effect of Expiration and Termination.

      9.6.1     Termination or expiration of this Agreement shall not relieve
      either party hereto from any obligation to make payment or other liability
      accruing prior to such termination or expiration, nor preclude either
      party from pursuing any rights and remedies it may have hereunder in law
      or equity which accrued or are based upon any event occurring prior to
      such termination or expiration.

      9.6.2     Upon termination of this Agreement by Glaxo Wellcome pursuant to
      Sections 9.3 or 9.5 or any termination by Deltagen pursuant to Sections
      9.2 or 9.4, all rights and licenses granted by or under this Agreement, in
      respect of Products for which Glaxo Wellcome has not completed all its
      payment obligations as set out in this Agreement that have come due prior
      to such termination date, shall immediately terminate and Glaxo Wellcome
      shall, and shall cause its Research Partners to, (i) immediately
      discontinue all access to and use of the DeltaBase, the Knockout Mice,
      ***; (ii) purge the DeltaBase from all computers within its possession or
      control and otherwise remove the DeltaBase from the Installation Sites;
      (iii) return to Deltagen or destroy the DeltaBase (except for one (and
      only one) copy in object code form which may be retained, uninstalled, by
      counsel to Glaxo Wellcome on magnetic media solely for legal archive
      purposes), all remaining Knockout Mice, ***, and all information, data,
      progeny, materials, and other compositions derived therefrom and copies
      thereof; and (iv) for each Installation Site and on behalf of Glaxo
      Wellcome and its Research Partners generally, provide an express written
      certification by a responsible officer of GWRD that items (i) through
      (iii) above have been fully complied with within thirty (30) days after
      the date of such termination or expiration. For the avoidance of any doubt
      *** (under which Glaxo Wellcome has completed all of such relevant
      payments), shall continue in full force and effect *** but subject to
      Glaxo Wellcomes continued compliance with all the terms and conditions of
      this Agreement as they apply to ***.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -21-
<PAGE>

      9.6.3     Upon any termination by Glaxo Wellcome pursuant to Sections 9.2
      or 9.4 or by Deltagen pursuant to Section 9.5.1, all rights and licenses
      granted by or under this Agreement, in respect of *** for which Glaxo
      Wellcome has either completed or chooses to continue its payment
      obligations as set out in Section ***, will continue on the terms and
      conditions set forth in this Agreement (including regarding payment), but
      shall be *** received by Glaxo Wellcome through the date of such
      termination.  The survival of such *** pursuant to this Section 9.6.3
      shall remain subject to Section 9.6.2 upon subsequent termination of this
      Agreement as so limited, by the applicable party.

      9.6.4     The provisions of Articles 1, 7, 8, 9, 10 (excluding Section
      10.2), 12 and 14; the provisions of Sections 2.6, 2.7, 2.8, 3.4.1,
      3.4.2.2, 3.4.2.3, 3.4.3, 3.4.5, 4.4, 4.6, 5.4, 6.4 11.1 and 11.5; and, to
      the extent applicable, all provisions regarding payment due hereunder
      shall survive any expiration or termination of this Agreement.

                                     ARTICLE 10
                                   MISCELLANEOUS

10.1  Compliance with Law.  Glaxo Wellcome shall be responsible for compliance
with all applicable product safety, product testing, product labeling, package
marking, and product advertising laws and regulations with respect to its own
activities and products (including Products).  Further, Glaxo Wellcome shall
comply with the laws and regulations of the United States and any other relevant
nation concerning any export or transfer of technology, services or products.

10.2  Joint Committee. Within ten days after the Effective Date, GWRD, on behalf
of Glaxo Wellcome, and Deltagen each shall designate their respective
representatives on a Joint Committee; each party shall nominate *** to serve on
the Joint Committee and may replace said representative(s) from time-to-time by
written notice to the other party. On an annually rotating basis, one of the
party's representatives shall be the Chair of the Joint Committee and one of the
other party's representatives shall be the Secretary of the Joint Committee,
with ***. The Joint Committee shall meet at the minimum on a *** basis during
the Access Term, unless the parties agree otherwise, and shall be (a)
responsible for the supervision of the installation of the DeltaBase and the
procedures relating to access to the DeltaBase by Glaxo Wellcome in accordance
with this Agreement and (b) an initial forum for the *** under this Agreement.
Each party shall bear their own costs and expenses incurred in supporting the
Committee and meetings shall take place as decided at each meeting of the
Committee. All actions by the Joint Committee shall require the unanimous vote
of all representatives, and the Joint Committee shall have quorum requirement of
at least one (1) representative of each party present and voting. Subject to the
last sentence of Section 10.5, actions and decisions by *** vote of the Joint
Committee shall be binding on both parties; provided, however, that although the
Joint Committee may, subject to Section 10.9, waive the application of a
particular provision of this Agreement to a particular situation on a case-by-
case basis, it shall not have the power or the authority to amend this Agreement
and any such amendment shall be effective only upon full execution of a formal
instrument of amendment pursuant to Section 10.5. In the event that the
Committee does not reach agreement in relation to any decisions the matter shall
be resolved by further negotiation or, if applicable, dispute resolution in
accordance with Article 12. Meetings shall take place at such location and may
be held in person, by telephone or by video conference, as the Joint

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -22-
<PAGE>

Committee may agree.

10.3  Notices.  Any consent, notice or report required or permitted to be given
or made under this Agreement by one of the parties to the other shall be in
writing and addressed to such other party at its address indicated below, or to
such other address as the addressee shall have last furnished in writing to the
addressor, and shall be effective upon receipt by the addressee.

      If to Deltagen:     Deltagen, Inc.
                          1003 Hamilton Avenue
                          Menlo Park, CA  94025
                          U.S.A.
                          Attention: President

                          With a copy to: General Counsel, at the same address



                                         -23-
<PAGE>

      If to Glaxo Wellcome:    Glaxo Group Limited
                               Glaxo Wellcome House
                               Berkeley Avenue
                               Greenford
                               UK
                               UB6 ONN
                               Attention:  The Company Secretary

10.4  Assignment.  Except as otherwise expressly provided under this Agreement,
neither this Agreement nor any right or obligation hereunder may be assigned or
otherwise transferred (whether voluntarily, by operation of law or otherwise),
without the prior express written consent of the other party; * * *.  Any
permitted assignee shall assume all obligations of its assignor under this
Agreement.  Any purported assignment or transfer in violation of this Section
10.4 shall be void.

10.5  Applicable Law.  This Agreement shall be governed by and construed in
accordance with the laws of * * *, without regard to the conflicts of law
principles thereof.

10.6  Entire Agreement.  This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof.  All express or implied
representations, agreements and understandings, either oral or written,
heretofore made are expressly superseded by this Agreement.  This Agreement may
be amended, or any term hereof modified, only by a written instrument duly
executed by both parties.

10.7  Headings.  The captions to the several Articles and Sections hereof are
not a part of this Agreement, but are merely guides or labels to assist in
locating and reading the several Articles and Sections hereof.

10.8  Independent Contractors.  Each party hereby acknowledges that the parties
shall be independent contractors and that the relationship between the parties
shall not constitute a partnership, joint venture or agency.  Neither party
shall have the authority to make any statements, representations or commitments
of any kind, or to take any action, which shall be binding on the other party,
without the prior consent of the other party to do so.

10.9  Waiver.  The waiver by a party of any right hereunder, or of any failure
to perform or breach by the other party hereunder, shall not be deemed a waiver
of any other right hereunder or of any other breach or failure by the other
party hereunder whether of a similar nature or otherwise.

10.10 Force Majeure.  A party shall neither be held liable or responsible to the
other party, nor be deemed to have defaulted under or breached this Agreement,
for failure or delay in fulfilling or performing any obligation under this
Agreement (other than an obligation for the payment of money) to the extent, and
for so long as, such failure or delay is caused by or results from causes beyond
the reasonable control of such party including but not limited to fire, floods,
embargoes, war, acts of war (whether war be declared or not), insurrections,
riots, civil commotion, strikes, lockouts or other labor disturbances, acts of
God or acts, omissions or delays in acting by any governmental authority or the
other party.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -24-
<PAGE>

10.11 Other Activities.  Except as otherwise expressly provided in this
Agreement, nothing in this Agreement shall preclude either party from conducting
other programs (either for its own benefit or with or for the benefit of any
other Person) to conduct research, or to develop or commercialize products or
services, for use in any field.

10.12 LIMITATION OF LIABILITY.  EXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT
IN ARTICLE 8 OR IN THE EVENT OF A MATERIAL BREACH OF SECTIONS 3.3 OR 3.4.2 OR A
BREACH OF ARTICLE 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OF ANY
KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, SAVINGS OR REVENUE, OR THE
CLAIMS OF THIRD PARTIES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH
LIABILITY OR LOSS, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, RELATING TO
OR IN CONNECTION WITH THIS AGREEMENT.

10.13 Joint and Several Liability.  GGL and GWRD shall be jointly and severally
liable for all obligations and liabilities of Glaxo Wellcome and its Research
Partners under this Agreement.

10.14 Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                                     ARTICLE 11
                               INTELLECTUAL PROPERTY

11.1  Ownership of Intellectual Property Rights.

      11.1.1    With the exception of the rights and licenses to Glaxo
      Wellcome pursuant to Article 4 and subject to Section 11.1.2, Deltagen
      shall solely own and retain all rights, title and interests and all
      intellectual property and intellectual property rights in and to Deltagen
      Patent Rights, DeltaBase, Knockout Mice, * * *, together with all
      Derivative Works thereof and all results, modifications and inventions
      thereto or arising therefrom made or derived by or on behalf of Deltagen.

      11.1.2    Subject to the prior rights of Deltagen under Section 11.1.1 and
      any of Deltagen's other intellectual property and intellectual property
      rights, including any rights it may have in Derivative Works as noted in
      Section 11.1.4, Glaxo Wellcome shall solely own and retain all rights,
      title and interests in and to any * * * and all results, modifications and
      inventions made by or on behalf of Glaxo Wellcome arising from its access
      to the Deltagen Proprietary Information and/or research using Knockout
      Mice, * * * in accordance with this Agreement including, * * * provided
      hereunder or any Products that may arise from such research.

      11.1.3    Subject to the prior rights of Deltagen under Section 11.1.1 and
      any of Deltagen's other intellectual property and intellectual property
      rights, including any rights it may have in * * * as noted in Section
      11.1.4, the parties shall jointly own any * * * and results, inventions
      and modifications that (a) are co-invented (in the case of patentable
      subject matter), jointly * * *) and/or jointly or co-developed/created (in
      the case of trade secrets), in each case as determined under applicable
      law, and (b) arise from Glaxo Wellcome's access to and use of

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -25-
<PAGE>

      the Deltagen Proprietary Information and/or research using Knockout
      Mice ***. In the event of any such joint ownership of intellectual
      property and intellectual property rights, the parties shall negotiate
      in good faith about how best to exploit such intellectual property
      rights.

      11.1.4    Glaxo Wellcome's sole or joint ownership rights in any * * * and
      results, modifications and inventions described in Sections 11.1.2 or
      11.1.3 shall not affect Deltagen's or a third party's ownership of and
      prior rights in the underlying work from or on which such * * * or
      results, modifications and inventions is derived.

11.2  Infringements.  In the event that Glaxo Wellcome becomes aware of a
product or activity which it believes to infringe a Valid Claim of the Deltagen
Patent Rights* * * but shall promptly advise Deltagen of all relevant facts and
circumstances known to it in connection with such infringement. Deltagen * * *
during the Access Term (and whilst any licences granted pursuant to Section 4.1
remain in effect) of (a) * * * and (b) of all infringements, claims, judgments
or settlements against or owed by Deltagen, or any claims or arbitration,
mediation and/or litigation * * *.

11.3  Patent Prosecution.  Deltagen shall at its sole discretion and expense,
have the sole right (but not the obligation) to prosecute, maintain, abandon
and enforce any and all of the Deltagen Patent Rights as and to the extent
solely Deltagen determines appropriate. Deltagen shall * * * that is part of
the Deltagen Patent Rights and covering a *** or a Knockout Mouse, ***
provided hereunder. Upon request, Deltagen will reasonably inform Glaxo
Wellcome, in confidence if applicable, * * *.

11.4  No Challenge. In consideration of * * * to, challenge or contest or seek
to invalidate or otherwise block any of the Deltagen Patent Rights or the
issuance or enforcement of any patent or Valid Claim of the Deltagen Patent
Rights. If, following the expiry of the Access Term, Glaxo Wellcome or any Third
Party on behalf of Glaxo Wellcome acts in contravention of this Section 11.4,
Deltagen shall be entitled to terminate *** pursuant to Section 4.1 which is
covered by the Deltagen Patent Right which Glaxo Wellcome seeks to challenge or
contest.

11.5  No Implied Licenses. Notwithstanding anything to the contrary in this
Agreement, Deltagen retains all of its right, title and interest in and to the
Deltagen Patent Rights, the DeltaBase, the Excluded Patent Rights, * * *, the
Knockout Mice, * * * and all other intellectual property rights of Deltagen, the
* * * Glaxo Wellcome shall be limited to those expressly set forth in this
Agreement, and no grants or licenses of rights to Glaxo Wellcome, its Research
Partners or any Third Party shall be implied.  Except as expressly permitted
hereby, Glaxo Wellcome shall not use, practice, modify, reproduce, distribute,
or otherwise transfer or exploit any of the DeltaBase, the Deltagen Patent
Rights, the Excluded Patent Rights, * * *, the Knockout Mice, * * * or any other
intellectual property rights of Deltagen, in whole or in part.

                                     ARTICLE 12
                                 DISPUTE RESOLUTION

12.1  Mediation.

      12.1.1    Any dispute, controversy or claim arising out of or relating to
      this Agreement, or the interpretation, breach, termination or validity
      hereof, shall be resolved in the first instance

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -26-
<PAGE>

      through consultation.  Such consultation shall begin promptly after one
      party has delivered to the other party a written request for such
      consultation.

      12.1.2    If within 30 days following the date on which a request for
      consultation described in Section 12.1.1 is given the dispute cannot be
      resolved, the parties shall seek to settle it by mediation in accordance
      with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure
      (the "Model Procedure").  To initiate a mediation a party must give notice
      in writing to the other party to the dispute requesting a mediation
      pursuant to this Section 12.1.2.  A copy of the request shall also be sent
      to CEDR.  The mediation shall be before a single, jointly agreed upon,
      mediator.  If the parties are unable to select a mutually agreeable
      mediator within * * * after the initiation of mediation, then
      participation in such mediation is not required and Section 12.3 shall
      apply.

      12.1.3    The mediation shall take place at a time and neutral location
      selected by the mediator after due consultation with the parties.
      Statements made during the mediation and all submissions to the mediator
      shall be confidential and shall be treated as settlement discussions and
      not be admissible in evidence in any court proceeding. Any applicable
      statute of limitations shall be tolled during the period from the
      initiation of mediation proceedings until thirty (30) days after the
      cessation thereof.

      12.1.4    The procedure in the Model Procedure will be amended to take
      account of any relevant provisions in this Agreement and any other
      agreement which the parties may enter into in relation to the conduct of
      the mediation.

      12.1.5    The commencement of a mediation shall be within twenty eight
      (28) days of the service of the notice set out in Section 12.1.2, and
      subject to Sections 12.2 and 12.3 neither party shall commence with court
      proceedings until they have attempted to settle the dispute by mediation
      in accordance with this Article 12.

12.2  Equitable Remedies.  Nothing in this Article 12 shall prevent or limit a
party from seeking an injunction or other equitable relief to prevent breaches
of Article 7 or, in the case of actions brought by Deltagen, to restrain Glaxo
Wellcome or a Research Partner from use of DeltaBase, or any Knockout Mouse, ***
in a manner or to an extent not authorized by this Agreement.

12.3  Court Proceedings.  If a mediation cannot commence because the parties are
unable to agree jointly on a mediator (see the last sentence of Section 12.1.2),
or if a meditation commences but the dispute(s), controversy(ies) or claim(s) in
question are not fully resolved by the mediation process within * * *
thereafter, then either party is fully free to pursue through court proceedings
any or all rights and remedies it may have.

                                     ARTICLE 13
                                MOST FAVOURED NATION

13.1  More favorable Terms.  In the event that Deltagen enters into an agreement
with any of its subscribers to DeltaBase that * * * to Deltagen, * * *, which
are * * * to Deltagen, * * *, set out in this Agreement, then Deltagen and Glaxo
Wellcome shall enter into a separate confidentiality agreement and Deltagen
shall notify named individuals within  Glaxo Wellcome

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -27-
<PAGE>

promptly of the * * * and Glaxo Wellcome shall have * * * to determine whether
to * * * or not. In particular, if the * * * provided under a DeltaBase
subscription is * * *, Deltagen shall (as described above) notify Glaxo Wellcome
of the * * * so that Glaxo Wellcome may decide whether * * * of this Section 13
or not.

                                     ARTICLE 14
                                  WITHHOLDING TAX

14.1  Payment Without Deduction.  All payments due under this Agreement will be
made in full without deduction for or on account of any present or future taxes
or duties of whatever nature that may be imposed, except as provided in Section
14.2

14.2  Withholding Taxes.  Glaxo Wellcome * * * from amounts otherwise due
hereunder if and as compelled by applicable law and shall remit the amount
withheld to the appropriate taxing authorities on Deltagen's behalf and the
remainder to Deltagen.  Glaxo Wellcome will provide Deltagen with a written
receipt or a tax deduction certificate from the tax authority for all taxes so
withheld. Glaxo Wellcome will cooperate with Deltagen in obtaining exemption
from such withholding and in minimizing or avoiding any such tax withholding
requirement, as available under applicable law.




[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -28-
<PAGE>

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

                               DELTAGEN, INC.

                               By:  /S/ William Matthews
                                   ------------------------

                               Title: President and Chief Executive Officer
                                      -------------------------------------

                               GLAXO GROUP LIMITED

                               By:  /s/ F. M. Bicknell
                                   ---------------------------

                               Title: Assistant Corporate Secretary
                                      -------------------------------


                               GLAXO RESEARCH AND DEVELOPMENT LIMITED

                               By:  /s/ F. M. Bicknell
                                   -----------------------

                               Title: Corporate Secretary
                                     ---------------------


                                         -29-
<PAGE>

                                     EXHIBIT E

                                  ESCROW AGREEMENT

The parties have established the following escrow procedures to facilitate (a) a
means by which the parties can fulfill their obligations under this Agreement
and (b) a means of notification to Deltagen that certain payments under this
Agreement are to be made by Glaxo Wellcome to Deltagen, while providing for
increased anonymity of Glaxo Wellcome's research and development activities.

1.    Within * * * after Glaxo Wellcome's receipt of each Phenotype Set Glaxo
      Wellcome shall perform the following actions in this Section 1.  With
      respect to each Target Gene in each such Phenotype Set, Glaxo Wellcome
      shall generate a unique Glaxo gene identification number ("Glaxo Gene ID
      Number") that corresponds to each Deltagen gene identification number
      ("Deltagen Gene ID Number") for each Target Gene.  Glaxo Wellcome shall
      then make a deposit into escrow in its annual escrow deposit of a written
      key in tabular form that lists each Glaxo Gene ID Number paired and
      identified with the corresponding Deltagen Gene ID Number. Glaxo Wellcome
      shall also provide Deltagen in writing each year in an annual report with
      each set of Glaxo Gene ID Numbers deposited into escrow, identifying the
      Phenotype Set corresponding to such Glaxo Gene ID numbers.  Upon such
      deposit into escrow, Glaxo Wellcome shall then have the right to use the
      DeltaBase Information with respect to such Designated Gene for use in
      accordance with the terms and conditions of this Agreement.  Any use of
      such DeltaBase Information not in conformance with this Agreement is
      expressly prohibited.

2.    Glaxo Wellcome shall make a deposit into escrow in its annual escrow
      deposit of each Glaxo Gene ID Number intended to be used in the conduct of
      research or development by Glaxo Wellcome.  Such deposit shall also
      include the first date of use or planned use of such Target Gene.  Any
      escrow deposits shall be made by Glaxo Wellcome to an escrow agent
      mutually agreed to in writing between the parties ("Escrow Agent").  Such
      Escrow Agent shall be a reputable law firm based in London.  The Escrow
      Agent may be changed upon the written request of a party and the
      acceptance of the other party, which acceptance shall not be unreasonably
      withheld.

3.    Promptly upon PRE-CLINICAL CANDIDATE SELECTION under Section 4.2 of this
      Agreement, Glaxo Wellcome shall make a deposit into escrow in its annual
      escrow deposit of the Deltagen Gene ID Number corresponding to each Target
      Gene with respect to which Glaxo Wellcome commences PRE-CLINICAL CANDIDATE
      SELECTION under Section 4.2 of this Agreement.  Glaxo Wellcome shall also
      notify Deltagen in writing each year in an annual report of the Glaxo Gene
      ID number for each such Target Gene.

4.    With respect to each payment of * * * under Section 5.3.1 of this
      Agreement, Glaxo Wellcome shall make a deposit into escrow in its annual
      escrow deposit of the Deltagen Gene ID Number corresponding to Target
      Gene/Knockout Mouse line that is the subject of such payment.  Glaxo
      Wellcome shall also notify Deltagen in writing each year in an annual
      report of the Glaxo Gene ID number for each such Target Gene/Knockout
      Mouse line.

[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.

                                         -30-
<PAGE>

5.    With respect to each payment of * * * for (a) * * * and (b) * * * with
      respect to each ***, under Section 6.3.1 of this Agreement, Glaxo
      Wellcome shall, in its annual escrow deposit, make a deposit into
      escrow of the Deltagen Gene ID Number corresponding to Target Gene/ES
      Cell line that is the subject of such payment.  Glaxo Wellcome shall
      also notify Deltagen in writing each year in an annual report of the
      Glaxo Gene ID number for each such Target Gene/ES Cell line.

6.    All information or data deposited with the Escrow Agent shall be deposited
      via electronic mail using a public key cryptography system reasonably
      acceptable to Glaxo Wellcome and Escrow Agent.  The Escrow Agent will
      promptly copy the received decrypted information onto a CD-ROM, recorded
      with the date and time and reasonably explaining the purpose of the
      deposit as it relates to the specific escrow deposit requirements under
      this Agreement.  A back-up copy of such information shall be maintained in
      a fireproof safe (or other similar fireproof method) by the Escrow Agent.
      The Escrow Agent shall notify Deltagen in writing (with a written copy to
      Glaxo Wellcome) each time an escrow deposit is made by Glaxo Wellcome.

7.    In the event that Deltagen reasonably believes in good faith that payments
      are due and payable under this Agreement and Glaxo Wellcome has not paid
      such payments to Deltagen, Deltagen shall have the right to request from
      Glaxo Wellcome, * * *, a written declaration of intent to make such
      payments.  Such request may include a request that Glaxo Wellcome prepare
      a reasonably detailed written accounting of the Glaxo Gene ID Numbers and
      a summary of the current status of research or development with respect to
      the disputed payment(s).  Glaxo Wellcome shall have * * * to respond in
      writing to Deltagen's request.  If Deltagen is not reasonably satisfied
      with the response, Glaxo Wellcome shall, within * * * written notice from
      Deltagen, make a deposit into escrow of the written accounting and
      summary.  Deltagen shall have the right to have an independent third party
      reasonably acceptable to Glaxo Wellcome, perform an audit of the files and
      deposited materials of the Escrow Agent corresponding to the disputed
      payment.  Such third party shall report to Deltagen only whether Glaxo
      Wellcome is in compliance with the applicable terms and conditions of this
      Agreement.

8.    The fees of the Escrow Agent will be borne by * * *.


[***] Confidential Treatment Requested. The confidential portions have been
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                                     EXHIBIT F

                        FORM OF MATERIAL TRANSFER AGREEMENT


NB.  The parties acknowledge that this draft shall form the basis of any MTA and
that any material changes requested by a Third Party shall require the prior
approval of both Glaxo Wellcome and Deltagen.

      THIS * * * MATERIALS TRANSFER AGREEMENT (this "Agreement") dated as of
___________, 200__ (the "Effective Date"), is entered into between Glaxo
Research and Development Limited, a United Kingdom limited company ("Glaxo
Wellcome"), having a place of business at Glaxo Wellcome Medicines Research
Centre, Gunnells Wood, Stevenage, SG1 2NY United Kingdom, and
_____________________________, a _________________________ (the "Research
Partner", located at __________________________.  The parties hereby agree as
follows:

1.    For purposes of this Agreement, the "Materials" shall mean the * **
      materials listed in Exhibit A, together with (a) all * * *, and (b) all *
      * * and (c) any information that is  required to be provided to the
      Research Partner concerning the use of the * * * materials.

2.    Glaxo Wellcome is willing to transfer to the Research Partner the
      Materials and permit the Research Partner to access the Materials on the
      terms and conditions of this Agreement.

3.    The Research Partner shall use the Materials for the sole purpose of
      conducting the research (the "Research") described in Exhibit B for Glaxo
      Wellcome, and not for any other purpose or for or the benefit of any other
      person or entity.  The Research Partner shall not use the Materials in any
      research that is subject to consulting or licensing obligations to another
      corporation or a government agency.  Nothing herein shall be construed to
      grant any rights to the Research Partner under any patent, patent
      application or other intellectual property rights, other than for the sole
      purpose of conducting the Research.  The Research Partner shall use the
      Materials in compliance with (i) generally accepted * * * standards for
      non-clinical research and laboratory animal care and welfare as reasonably
      implemented by the Research Partner in its facilities and operations, and
      (ii) * * *. THE  RESEARCH PARTNER UNDERSTANDS THAT THE MATERIALS ARE FOR
      RESEARCH USE ONLY AND HAVE NOT BEEN APPROVED FOR HUMAN USE.  THE RESEARCH
      PARTNER SHALL NOT ADMINISTER THE MATERIALS TO HUMANS IN ANY MANNER OR
      FORM.

4.    The Research Partner shall not transfer or disclose the Materials to any
      person or entity, other than Glaxo Wellcome, not under the direct control
      of the Research Partner.

5.    As between the Research Partner and Glaxo Wellcome, all right, title and
      interest in and to all Materials shall be solely owned by Glaxo Wellcome.
      The Research Partner hereby irrevocably assigns to Glaxo Wellcome or its
      designee, any right, title and interest it may otherwise acquire in or to
      the Materials. Glaxo Wellcome shall retain, and Research Partner hereby
      assigns to Glaxo Wellcome all right, title and interest in and to any and
      all

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<PAGE>

      discoveries, inventions and other subject matter, whether patentable or
      not (collectively, "Inventions"), conceived, reduced to practice or
      otherwise discovered by the Research Partner in connection with its use of
      the Materials as permitted under this Agreement, and all intellectual
      property rights therein. Research Partner agrees to promptly report to
      Glaxo Wellcome all Inventions.

6.    Upon completion of the Research, the Research Partner shall cease all use
      and make no further use of the Materials.  The Research Partner shall take
      all reasonable steps including but not limited to those steps taken to
      protect information and other property of its own of a confidential
      nature, to insure that the Materials and information received from Glaxo
      Wellcome are not disclosed, duplicated or in any manner delivered or
      disseminated to others.

7.    The Research Partner hereby acknowledges that the Materials are
      experimental in nature and are provided "AS IS" AND WITHOUT ANY
      REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
      LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
      PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT
      INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD
      PARTY.

8.    In no event shall Glaxo Wellcome, Deltagen, Inc., a Delaware corporation
      ("Deltagen") or their respective Affiliates be liable for any use of the
      Materials by the Research Partner, including any use developed by the
      Research Partner.  The Research Partner shall indemnify and hold harmless
      Glaxo Wellcome, Deltagen and their respective officers, directors,
      employees and agents against any and all losses, liabilities, damages and
      expenses (including reasonable attorneys' fees and costs) incurred in
      connection with any claims, demands, actions or other proceedings which
      may arise from or be connected with any use, handling or storage of the
      Materials by the Research Partner.

9.    The Research Partner shall not enforce (or attempt to purport to enforce)
      against Glaxo Wellcome, Deltagen or their respective Affiliates,
      Deltagen's subscribers to all or any part of the DeltaBase (that provide a
      similar covenant to Glaxo Wellcome) or licensees of any intellectual
      property rights of Deltagen (that provide a similar covenant to Glaxo
      Wellcome) any patent that claims (or purports to claim) (a) any mice
      (including * * * mice), (b) any * * * (including * * * mice), (c) any * *
      * (including * * * genes), (d) any * * *, (e) any * * * with respect to
      such mice, * * *, (f) any methods or processes regarding database
      generation or information processing, or (g) any research or development
      use of such mice, * * *, database generation, information processing or
      information.

10.   The Research Partner will provide Glaxo Wellcome with regular updates of
progress and a report describing the results of the proposed investigations. No
publications reporting studies using the Materials shall be published or
otherwise disclosed unless such proposed publications are sent to Glaxo Wellcome
and Deltagen for review and approval 90 days prior to their proposed submission
date for publication or such other disclosure. If Glaxo Wellcome and/or Deltagen
determines that the proposed publication contains possible patentable subject
matter or Glaxo Wellcome and/or Deltagen confidential information, Glaxo
Wellcome or Deltagen may

[***] Confidential Treatment Requested. The confidential portions have been
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                                         -33-
<PAGE>

delay the publication, while adequate protection is obtained and/or confidential
information is deleted.  Authorship will be determined by the relative
contributions of each party to the work performed using the Materials. All these
publications will acknowledge Glaxo Wellcome and/or Deltagen as the source of
the Materials.

11.   The Materials are subject to a non exclusive license agreement between
Glaxo Wellcome (and/or its Affiliate) and Deltagen and constitute wholly or in
part the proprietary property of Deltagen.  Consequently, Deltagen shall be
considered to be a third party beneficiary of this Agreement.

12.   This Agreement represents the entire agreement between the parties
regarding the subject matter hereof and shall supersede all previous
communications, representations, understandings and agreements, whether oral or
written, by or between the parties with respect to the Materials.

13.   This Agreement shall have effect for a period of * * * from the date of
signature and shall then terminate unless extended for a further period or
periods by the written agreement of both parties.  Clauses 3, 4, 5, 6 and 7
shall survive termination of this Agreement.  On termination any remaining
Materials will be destroyed or returned to Glaxo Wellcome as Glaxo Wellcome
decides.

14.   This Agreement shall be governed by and construed in accordance with the
laws of England and Wales and the parties hereto submit to the exclusive
jurisdiction of the English courts.



[***] Confidential Treatment Requested. The confidential portions have been
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                                         -34-
<PAGE>

      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.

                                    ----------------------------------
                                    By:
                                         -----------------------------
                                    Title:
                                          ----------------------------

                                    GLAXO RESEARCH AND DEVELOPMENT LIMITED

                               By:
                                         -----------------------------
                                    Title:
                                         -----------------------------



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                                         -35-
<PAGE>

                                     EXHIBIT A

                                     MATERIALS

                                 [TO BE COMPLETED]










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filed separately with the Securities & Exchange Commission.

<PAGE>

                                     EXHIBIT B

                                      RESEARCH

                                 [TO BE COMPLETED]











[***] Confidential Treatment Requested. The confidential portions have been
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                                       -37-
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                                     EXHIBIT G

                            AGREED FORM OF PRESS RELEASE


The parties agree that a suitable and mutually agreed upon press release shall
be made by Deltagen or Glaxo Wellcome as soon as possible after execution of
this Collaboration Agreement.  If the press release is to be made by Glaxo,
Glaxo shall have the right to delay the press release until the expiration of
the "quiet period" that Deltagen is subject to with respect to its initial
public offering process.









[***] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.


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