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                                                                   EXHIBIT 10.35


                               DISCOVERWORKS(TM)
                    DRUG DISCOVERY COLLABORATION AGREEMENT


THIS DISCOVERWORKS(TM) DRUG DISCOVERY COLLABORATION AGREEMENT is made as of July
7, 2000 by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware
corporation having its principal place of business at Eagleview Corporate
Center, 665 Stockton Drive, Suite 104, Exton, PA 19341 ("3DP"), and Bristol-
Myers Squibb Company, a Delaware corporation having its principal place of
business at Route 206 & Province Line Road, P.O. Box 4000, Princeton, New Jersey
08543 ("BMS"). 3DP and BMS may be referred to herein as a "Party" or,
collectively, as the "Parties."

WHEREAS, 3DP is engaged in discovery research for a variety of biologically-
active compounds and the development of technologies to facilitate such
research, and 3DP has developed and is patenting systems for identifying and
generating chemical compounds having desired pharmaceutical properties;

WHEREAS, BMS is a major pharmaceutical company engaged in research, development
and commercialization of biologically-active compounds for the treatment of
human diseases;

WHEREAS, 3DP and BMS desire to enter into a research and development
collaboration to identify Initial Hits, Improved Hits, Program Lead Compounds
and Pre-Clinical Lead Compounds (as such terms are defined herein) active
against selected targets, and suitable, if required, for medicinal chemistry
optimization, that may be developed and commercialized by BMS;

NOW, THEREFORE, in consideration of the various promises and undertakings set
forth herein, the Parties agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS

The terms in this Agreement with initial letters capitalized, whether used in
the singular or the plural, shall have the meaning set forth below or, if not
listed below, the meaning designated in places throughout this Agreement.

     1.1  "Active Compound" means a Program Lead Compound or a Pre-Clinical Lead
          Compound identified in the course of the Research Program, or a
          compound further optimized from such a Program Lead Compound or a Pre-
          Clinical Lead Compound.

     1.2  "Affiliate" means, with respect to either Party, any corporation or
          other business entity, which controls, is controlled by, or is under
          common control with such Party. A corporation or other entity shall be
          regarded as in control of another corporation or entity if it owns or
          directly or indirectly controls at least fifty percent (50%) of the
          voting stock or other ownership interest of the other corporation or
          entity (or alternatively, if it owns the maximum such ownership
          interest permitted by law), or if it possesses, directly or
          indirectly, the power to direct or cause the direction of the
          management and policies of the corporation or other entity or the
          power to elect

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission.

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          or appoint at least fifty percent (50%) of the members of the
          governing body of the corporation or other entity.

     1.3  "Agreement" means this DiscoverWorks(TM) Drug Discovery Collaboration
          Agreement, including its Exhibits, as may be amended from time to
          time.

     1.4  "Back-up Compound" means a compound identified in the course of the
          Research Program which has activity against a Target in a Target
          Field, that is intended to be reserved as a back-up for an Active
          Compound or Licensed Product having activity against the same Target
          in the same Target Field, and is not intended to be developed or
          commercialized unless development and/or commercialization of such
          Active Compound or Licensed Product is terminated.

     1.5  "BMS" means Bristol-Myers Squibb Company, as identified above, and is
          understood to include its Affiliates, when appropriate.

     1.6  "Chemical Optimization" means the design, synthesis and identification
          of Improved Hits, Program Lead Compounds and Pre-Clinical Lead
          Compounds using DiscoverWorks Technology and other technologies
          selected by the JSMC.

     1.7  "Combination Product" means a Licensed Product that includes one or
          more active ingredients other than an Active Compound.

     1.8  "Confidential Information" means all technical and/or commercial
          information that has or could have value or utility in a Party's
          business, or the unauthorized disclosure of which could be detrimental
          to the Party's interests, including information, inventions, Know-how,
          data and materials relating to the Research Program or to the Licensed
          Products, and shall include, without limitation, research, technical,
          clinical development, manufacturing, marketing, financial, personnel
          and other business information and plans, whether in oral, written,
          graphic or electronic form, except to the extent that it can be
          established by the Receiving Party (as defined in Section 7.1) that
          such Confidential Information: (a) was already known to the Receiving
          Party, other than under an obligation of confidentiality from the
          Disclosing Party (as defined in Section 7.1); (b) was generally
          available to the public or otherwise part of the public domain at the
          time of its disclosure to the Receiving Party; (c) became generally
          available to the public or otherwise part of the public domain after
          its disclosure and other than through any act or omission of the
          Receiving Party in breach of this Agreement; (d) was subsequently
          lawfully disclosed to the Receiving Party by a Third Party; (e) can be
          shown by written records to have been independently developed by or
          for the Receiving Party without reference to the Confidential
          Information received from the Disclosing Party and without breach of
          any of the provisions of this Agreement; or (f) is information that
          the Disclosing Party has specifically agreed in writing that the
          Receiving Party may disclose.


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       2
<PAGE>

     1.9   "Contract Year" means a twelve (12)-month period beginning upon the
           Effective Date or an anniversary thereof.

     1.10  "DirectedDiversity(R) Technology" means the descriptions, figures and
           claims of: (a) the Patent Rights identified in EXHIBIT A, and (b)
           associated proprietary 3DP Know-how used to identify potential
           therapeutic compounds.

     1.11  "DiscoverWorks Technology" means DirectedDiversity(R) Technology and
           ThermoFluor(R) Technology."

     1.12  "ECN" or "Early Candidate Nomination" means documentation within
           which an Active Compound is nominated for clinical development by BMS
           pursuant to technical criteria established by the JMSC upon selection
           of the Target against which such a compound is active, or as soon
           thereafter as practical, and pursuant to the then-applicable internal
           policies and procedures of BMS.

     1.13  "Effective Date" means the later of: (a) the date of this Agreement
           as set forth above; or (b) the date on which all of the following
           documents between the Parties have been executed: this Agreement, the
           GPCR License and User Agreement, the DiscoverWorks(TM) Nonexclusive
           License and Purchase Agreement, and the PERT Internal Use License and
           Option Agreement.

     1.14  "Extended Research Term" means a period of time, mutually agreed upon
           by the Parties, following conclusion of the Research Term (as defined
           below), or of an earlier Extended Research Term, during which the
           Research Program is conducted.

     1.15  "Field" means the research, development and commercialization of
           chemical compounds for use in therapeutic and diagnostic products,
           except for use in the treatment or cure of [**].

     1.16  "First Commercial Sale" means, with respect to a given Licensed
           Product, the first sale for use or consumption by the public of such
           Licensed Product in a country after all required approvals, including
           marketing and pricing approvals, have been granted by the applicable
           governmental drug regulatory agency of such country. "First
           Commercial Sale" shall not include the sale of any Licensed Product
           for use in clinical trials or for compassionate use prior to the
           grant of an NDA.

     1.17  "Focused Library" means a library of compounds selected from the 3DP
           Synthetically Accessible Library and synthesized by 3DP using
           DirectedDiversity(R) Technology.

     1.18  "FTE" means a full time equivalent scientific employee (i.e., one
           full-time or multiple part-time employees aggregating to one full-
           time employee) employed by 3DP and assigned to work on the Research
           Program (or on development of ThermoFluor(R) II Instruments under the
           License Agreement, where applicable) with such time and effort to
           constitute one employee working on

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       3
<PAGE>

           the Research Program (or under the License Agreement, where
           applicable) on a full-time basis consistent with normal business and
           scientific practice (at least forty (40) hours per week of dedicated
           effort; on an annual basis, at least forty (40) hours per week of
           dedicated effort for at least forty-eight (48) weeks per year). In no
           event, does an FTE include a subcontractor.

     1.19  "Improved Hit" means a compound resulting from the Chemical
           Optimization of an Initial Hit that demonstrates improved
           pharmacological and/or physical properties compared to those of the
           corresponding Initial Hit, as determined and agreed upon by the JSMC.

     1.20  "IND" means an application to be filed with the applicable regulatory
           authority in a Major Country before the commencement of clinical
           trials. In the U.S., IND means an Investigational New Drug
           Application, or its equivalent, in the Food and Drug Administration
           or successor agency.

     1.21  "Initial Hit" means a compound in the 3DP Probe Library that [**].

     1.22  "Joint Steering and Management Committee" or "JSMC" shall have the
           meaning and roles ascribed to it in Article 4.

     1.23  "JRT" shall have the meaning ascribed to such term in Section 3.3.

     1.24  "Know-how" means unpatented technical and other information which is
           not in the public domain, including information comprising or
           relating to concepts, discoveries, inventions, data, designs,
           formulae, ideas, methods, models, assays, research plans, procedures,
           designs for experiments and tests and results of experimentation and
           testing (including results of research or development) processes
           (including manufacturing processes, specifications and techniques),
           laboratory records, chemical, pharmacological, toxicological,
           clinical, analytical and quality control data, trial data, case
           report forms, data analyses, reports or summaries and information
           contained in submissions to, and information from, ethical committees
           and regulatory authorities.

     1.25  "License Agreement" means the DiscoverWorks Nonexclusive License and
           Purchase Agreement entered into by the Parties and dated of even date
           herewith.

     1.26  "Licensed Product" means any commercial product containing an Active
           Compound as an active ingredient.

     1.27  "Major Country" means the United States, Japan, the United Kingdom,
           France, Germany, Italy or Spain.

     1.28  "NDA" means an application for the final approval required for
           authorization for marketing of a Licensed Product in a Major Country
           (including applicable regulatory, marketing and pricing

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       4
<PAGE>

         approval), in accordance with the applicable laws and regulations of a
         given country. In the U.S., NDA means a New Drug Application, or its
         equivalent, in the Food and Drug Administration or successor agency.

   1.29  "Net Sales" means the aggregate gross invoiced price of Licensed
         Product sold in the Territory by BMS, its Affiliates and any licensees
         or sublicensees, to an independent Third Party, including but not
         limited to distributors, in bona fide, arms-length transactions, after
         deduction of the following items (to the extent actually incurred): (i)
         customary trade, quantity and cash discounts, wholesaler-charge backs,
         or rebates (including rebates to governmental agencies and government-
         mandated and managed healthcare negotiated rebates); (ii) customary
         credits or allowances for rejection or return of previously sold
         Licensed Products; (iii) any direct tax, duties, tariffs, surcharges or
         government charge (other than an income tax) levied on the sale,
         importation, exportation, transportation or delivery of a Licensed
         Product and borne by the seller thereof; (iv) retroactive price
         reductions; and (v) any charge for freight, insurance or other
         transportation charges, if separately stated. Such amounts shall be
         determined from the books and records of BMS, its Affiliates and any
         licensees or sublicensees, as the case may be, which books are
         maintained in accordance with the generally accepted accounting
         principles, consistently applied. Any sales for resale of Licensed
         Products by BMS, its Affiliates or any licensees or sublicensees to
         another Affiliate, licensee or sublicensee of BMS shall not result in
         any Net Sales. In such case, Net Sales shall occur upon such other
         Affiliate's, licensee's or sublicensee's sale of such Licensed Product
         to an independent Third Party. Further, the disposition of Licensed
         Products for, or the use of Licensed Products in, pre-clinical or
         clinical trials, seeding or other market-focused trials or free samples
         shall not result in any Net Sales.

         In the event that all the active ingredients of a Combination Product
         are also sold separately and in identical strengths to those contained
         in the Combination Product, then Net Sales shall be calculated as set
         forth above on the basis of the gross invoice price of a Licensed
         Product containing the same weight of Active Compound sold
         independently [ A ] divided by the sum of the gross invoice price of
         each of the active ingredients contained in the Combination Product
         sold independently [ B + A ], multiplied by the gross invoice price of
         the Combination Product, as shown by the following formula:

         Net Sales = [ A ]__ x [gross invoice price of the Combination Product]
                    ---------
                    [ B + A ]

         In the event that the Active Compound and/or any of the other active
         ingredients of a Combination Product are not sold separately in
         identical strengths to those contained in the Combination Product, then
         the Parties agree to negotiate in good faith the calculation of Net
         Sales with regard to such Combination Product based upon the relative
         value of the active ingredients as determined by the Parties hereto in
         good faith.

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       5
<PAGE>

     1.30  "Patent Rights" means all U. S. patent applications or issued
           patents, including, but not limited to, provisionals, divisionals,
           continuations, continuations-in-part, reissues, reexaminations, and
           extensions derived therefrom, such as patent term restorations,
           supplementary protection certificates, etc., as well as all foreign
           patents (including PCTs) and foreign patent counterparts to the
           foregoing.

     1.31  "Pre-Clinical Lead Compound" means a further-optimized Program Lead
           Compound that is the subject of any ECN and that the JSMC determines
           possesses the pharmacological, toxicological, pharmacokinetic and
           pharmaceutical properties from preliminary studies that are
           indicative of a high probability for successful development, and that
           the JSMC recommends for evaluation as a potential clinical candidate.
           Pre-Clinical Lead Compounds will meet specific program objectives as
           determined and defined by the JSMC.

     1.32  "Program Lead Compound" means a compound that meets Target-specific
           criteria, as determined by the JSMC, indicating that the compound is
           suitable for optimization and has a high potential to lead to the
           identification of a Pre-Clinical Lead Compound.

     1.33  "Research Plan" means the detailed description of the research and
           development activities of the Parties for particular Targets in the
           performance of the Research Program, including an allocation of FTEs
           to be used for various tasks and a timeline for such tasks. A draft
           of the Research Plan is attached hereto as EXHIBIT C. The JSMC shall
           finalize the Research Plan for the first Contract Year within 30 days
           after the Effective Date. Thereafter, the Research Plan shall be
           updated by the JSMC in writing as changes are made to the Research
           Program on at least an annual basis.

     1.34  "Research Program" means the collaborative discovery and optimization
           activities of the Parties, as described in Article 2, that are
           intended to lead to the discovery of Initial Hits, Improved Hits,
           Program Lead Compounds and Pre-Clinical Lead Compounds.

     1.35  "Research Program Know-how" means Know-how conceived or developed
           during the conduct of the Research Program and relates to Improved
           Hits, Program Lead Compounds, Pre-Clinical Lead Compounds and/or
           Licensed Products.

     1.36  "Research Program Patent Rights" means those Patent Rights that claim
           discoveries or inventions that are conceived in the course of the
           Research Program and reduced to practice during either the term of
           the Research Program or a period of one-year following the
           termination of the Research Program, regardless of their ownership.

     1.37  "Research Term" means the period, from the Effective Date through the
           third anniversary thereof, during which the Research Program is
           conducted.

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       6
<PAGE>

     1.38  "Stage I" means the research activities undertaken by the Parties
           pursuant to Article 2 as part of the Research Program.

     1.39  "Stage II" means the research activities undertaken by the Parties
           pursuant to Article 2 as part of the Research Program.

     1.40  "Stage III" means the research activities undertaken by the Parties
           pursuant to Article 2 as part of the Research Program.

     1.41  "Synthetically Accessible Library" means 3DP's virtual compound
           library from which 3DP Probe Libraries have been selected, and from
           which Focused Libraries will be selected.

     1.42  "Target" means a protein against which Initial Hits, Improved Hits,
           Program Lead Compounds and Pre-Clinical Lead Compounds are to be
           developed. Until [**], Target shall not include the use of any
           proteins to discover or develop a drug that exerts a therapeutic
           effect in [**], and no more than [**] Targets in total may involve
           [**] Targets.

     1.43  "Target Field" with respect to each Target means the disease state(s)
           that are a focus of a collaborative research effort by the Parties
           pursuant to the Research Program with the objective of identifying
           compounds with potential diagnostic and/or therapeutic utility for
           the treatment/management of said disease state(s), as determined by
           the JSMC pursuant to Section 2.1. For example, a program focused on
           the discovery of a novel thrombin inhibitor would be within the
           Target Field of anticoagulants. Therefore, other protease inhibitors
           that are not anticoagulants would be outside the Target Field. For
           purposes of this definition, anti-infectives shall be considered a
           single Target Field.

     1.44  "Territory" means the entire world.

     1.45  "ThermoFluor(R) Technology" means (a) the Patent Rights identified in
           EXHIBIT B, and (b) associated proprietary 3DP Know-how used to
           evaluate ligand-binding parameters.

     1.46  "Third Party" means an individual, corporation or other entity other
           than a Party or any of its Affiliates.

     1.47  "3DP Probe Library" means 3DP's collection of approximately [**]
           small molecule chemical compounds that have been synthesized by 3DP
           for the purpose of screening new Targets and against which Targets
           are screened to identify Initial Hits.

     1.48  "Valid Claim" means a claim of a Patent Right that has not lapsed or
           become abandoned or been declared invalid or unenforceable by a court
           or agency of competent jurisdiction from which no appeal can be or
           has been taken.


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       7
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                                   ARTICLE 2

                               RESEARCH PROGRAM

     STAGE I -- INITIAL SCREENING AND CHEMICAL OPTIMIZATION

     2.1  Supply of Targets. BMS shall supply 3DP with [**] Targets during each
          Contract Year. The actual number of Targets to be provided to 3DP
          under this Section shall be determined by the JSMC in connection with
          preparation of the Research Plan for such Contract Year. [**];
          however, any Targets may be disapproved by 3DP solely in order to
          avoid potential conflicts with respect to prior contractual
          obligations and current internal 3DP programs. In connection with the
          selection and approval of Targets to be included as part of the
          Research Program, the JSMC shall determine the Target Field relating
          to such Target.

     2.2  Initial Screening and Initial Hits. Depending on the nature and source
          of each Target, 3DP shall screen the Target against a screening
          library, created from the 3DP Probe Library, totaling no more than
          [**] compounds per Target that are selected by [**] to identify
          Initial Hits. The JSMC may [**]. This additional screening, if any,
          shall be subject to the overall disposition of Research Program FTE
          resources as determined by the JSMC, and 3DP's screening capacity
          available to the Research Program.

     2.3  Initial Chemical Optimization. At the request of the JSMC, 3DP will
          initially undertake [**] Chemical Optimization of Initial Hits for any
          Target, synthesizing Focused Libraries containing up to [**] to be
          screened against the Target, in order to identify Improved Hits. 3DP
          will undertake additional rounds of Chemical Optimization of Initial
          Hits, as requested by the JSMC, following the first [**] Chemical
          Optimization, subject to the number of FTE's available under the
          Research Program and 3DP's capacity available to the Research Program.
          The precise number of such compounds in any such Focused Libraries,
          the number of rounds of Chemical Optimization and the extent of any
          additional screening of the 3DP Probe Libraries as described above in
          each Contract Year will be determined by the JSMC, taking into
          consideration the total number of Targets selected and approved by the
          JSMC for evaluation in Stage I of the Research Program.

     2.4  Site of Stage I Activities. All Research Program activities to be
          conducted in Stage I of the Research Program shall be performed at
          3DP.

     2.5  Additional Targets and Extended Term for Research Program. An increase
          in the number of Targets being screened by 3DP beyond [**] at any
          given time during the Research Program, or an extension of the
          Research Program beyond the initial three-year term may be requested
          by BMS. In the case of such additional Targets, where possible, the
          JSMC shall agree upon a reallocation of FTEs to be used under the
          Research Program. Otherwise, or in the case of an


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       8
<PAGE>

          extension of the Research Term (as hereinafter defined), the Parties
          shall negotiate in good faith for sixty (60) days to reach agreement
          on a fair and equitable increase in the compensation to 3DP for such
          additional Targets or extended Research Term.

     STAGE II - PROGRAM LEAD COMPOUND IDENTIFICATION

     2.6  Commencement of Stage II. Stage II shall commence upon the achievement
          of a level of success in Stage I of the Research Program to be
          determined by the JSMC.

     2.7  Selection of Hits for Continued Optimization. The JSMC shall select
          some or all of the Improved Hits on a Target-by-Target basis for
          further rounds of Chemical Optimization in this Stage II of the
          Research Program. Such Chemical Optimization may utilize, by mutual
          agreement, DirectedDiversity(R) Technology and ThermoFluor(R)
          Technology, or a suitable biochemical or biological high throughput
          screen. Any portion of such optimization may be undertaken by either
          3DP or BMS, as determined by the JSMC.

     2.8  No Grant of License to DiscoverWorks Technology. Notwithstanding any
          provision to the contrary in this Agreement, no license to any portion
          of the DiscoverWorks Technology, including any related Know-how, is
          hereby granted by 3DP to BMS under this Agreement or otherwise, except
          as specifically provided for under the License Agreement.

     2.9  Site of Stage II Activities. The JSMC shall determine the site of
          Stage II activities.

     2.10 Continued Optimization at 3DP. If Stage II is conducted on any Initial
          Hit or Improved Hit at 3DP, 3DP will perform iterative rounds of
          Chemical Optimization, subject to the number of FTE's available under
          the Research Program and 3DP's capacity available to the Research
          Program and as otherwise directed by the JSMC, until:

          2.10.1  a Program Lead Compound is identified; or

          2.10.2  a maximum of [**] total rounds of Chemical Optimization are
                  performed (including the rounds of initial Chemical
                  Optimization in Stage I of the Research Program); or

          2.10.3  a maximum of [**] novel compounds contained in Focused
                  Libraries are synthesized and screened using ThermoFluor(R)
                  Technology or another high throughput screen in Stage II of
                  the Research Program from the Synthetically Accessible
                  Library.

     STAGE III - PRE-CLINICAL LEAD COMPOUND IDENTIFICATION

     2.11 Development by 3DP of Pre-Clinical Lead Compounds. For at least two
          Targets screened during the Research Term, BMS agrees that a Program
          Lead Compound may be further


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       9
<PAGE>

          optimized by 3DP to produce a Pre-Clinical Lead Compound(s), to
          specifications and on a project timetable to be reasonably agreed upon
          by both 3DP and BMS. [**].

     2.12 BMS Support for Pre-Clinical Lead Compounds. BMS shall provide
          additional FTE support on a per Target basis, as determined by BMS, or
          the FTE's currently being supported by BMS at that time shall be
          reallocated, as determined by the JSMC, in order to allow for
          execution of appropriate work by 3DP for Stage III activities. The
          technical composition of this FTE team shall be determined by the
          JSMC, consistent with 3DP's FTE allocation to the Research Program.

                                   ARTICLE 3

                       RESEARCH AND DEVELOPMENT EFFORTS

     3.1  Research Efforts. Each Party shall use good faith commercially
          reasonable efforts to perform its responsibilities under this
          Agreement. As used herein, the term "commercially reasonable efforts"
          will mean efforts consistent with such Party's prudent scientific and
          business judgment in accordance with its internal practices as applied
          to other programs of similar scientific and commercial potential.

     3.2  Allocation and Support of FTEs. Throughout the term of the Research
          Program, including any extensions thereof, 3DP shall assign the number
          of FTE qualified scientists specified in the Research Plan to perform
          the work set forth in the Research Plan and BMS will provide funding
          to 3DP as set forth below during the term of the Research Program to
          support qualified FTEs at 3DP. Both Parties acknowledge and agree
          that, during the initial three-year term of the Research Program or
          such shorter period as provided in the License Agreement, [**]. Other
          than the research funding provided by BMS to 3DP under Article 5, and
          except as otherwise specifically agreed in writing by 3DP and BMS,
          each Party shall be responsible for all costs and expenses it incurs
          in its performance of the Research Program.

     3.3  Disclosure of Results; Reports. The JSMC will provide quarterly
          written reports to the Parties presenting a meaningful summary of the
          work performed on the Research Program. In addition, on reasonable
          request by BMS, 3DP will make presentations of its activities under
          this Agreement to inform BMS of the details of the work done under
          this Agreement. Know-how and other information regarding the Research
          Program disclosed by one Party to the other Party pursuant hereto may
          be used only in accordance with the rights granted under this
          Agreement. Within thirty (30) days following the end of each calendar
          quarter, the Parties shall each exchange and provide to the JSMC a
          written report summarizing in reasonable detail the work performed by
          it under the Research Program during the preceding calendar quarter.
          The JSMC shall direct the formation of a Joint Research Team ("JRT")
          with equal membership from 3DP and BMS. The JRT shall be responsible
          for the day-to-day scientific direction of the Research


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       10
<PAGE>

          Program. The JRT shall meet at least monthly and shall establish
          appropriate electronic communication links for data transfer and team
          discussions. The JRT shall submit monthly reports to the JSMC.

     3.4  Insurance. Prior to the performance of any services under this
          Agreement by 3DP, 3DP, at its own cost and expense, shall provide and
          maintain insurance as described below with insurers rated A-, Class X
          or better by A.M. Best Company: Commercial General Liability insurance
          on an occurrence basis with a minimum limit for bodily injury,
          property damage and personal injury of $2,000,000 per occurrence and
          an aggregate amount of $5,000,000. Prior to the performance of any
          services under this Agreement by 3DP, 3DP shall deliver to BMS
          certificates of insurance evidencing the above coverage. BMS shall
          maintain appropriate insurance with respect to its activities
          hereunder, in amounts customary in the pharmaceutical industry.

     3.5  Continuing Report Responsibility. For each compound identified as [**]
          under the control of BMS or an Affiliate or sublicensee thereof, and
          for so long as it is subject to the provisions of Section 5.6, Section
          5.7 or Section 5.8, BMS shall, on a quarterly basis, provide a summary
          report of its activities, and/or those of its Affiliates and
          sublicensees, toward the development, use and/or commercialization of
          such compound. [**].

     3.6  Material Transfer. In order to facilitate the Research Program, either
          Party (a "Supplying Party") may provide to the other Party (a
          "Receiving Party") certain biological materials or chemical compounds
          (collectively, the "Substances") owned by or licensed to the Supplying
          Party (other than under this Agreement) and available for use by that
          Supplying Party in furtherance of the Research Program. Except as
          otherwise provided under this Agreement, all Substances delivered to
          the Receiving Party shall remain the sole property of the Supplying
          Party, shall be used only in furtherance of the Research Program and
          solely under the control of the Receiving Party, shall not be used or
          delivered to or for the benefit of any Third Party without the prior
          written consent of the Supplying Party and shall not be used in
          research or testing involving human subjects. Because not all of their
          characteristics may be known, the Substances supplied under this
          Section 3.6 must be used with prudence and appropriate caution in any
          experimental work. THE SUBSTANCES ARE PROVIDED "AS IS" AND WITHOUT ANY
          REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
          LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
          ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE SUBSTANCES
          WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF
          ANY THIRD PARTY.

     3.7  Liability. Each Party shall be responsible for, and hereby assumes,
          any and all risks of personal injury or property damage attributable
          to the gross negligent or willful acts or omissions, during


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       11
<PAGE>

          the term of the Research Program, of that Party or its Affiliates, and
          their respective directors, officers, employees and agents.

                                   ARTICLE 4

                          RESEARCH PROGRAM GOVERNANCE

     4.1  Joint Steering and Management Committee. 3DP and BMS agree to
          establish a Joint Steering and Management Committee (the "JSMC"), and
          shall each designate three members selected by their respective R&D
          management to form the JSMC. The chairperson of the JSMC shall be
          designated annually on an alternating basis between the Parties. The
          initial chairperson shall be selected by BMS. The Party not
          designating the chairperson shall designate one of its representative
          members as secretary to the JSMC for such year. Each Party may replace
          its representatives at any time, upon notice to the other Party. Any
          member of the JSMC may designate a substitute to attend and perform
          the functions of that member at any meeting of the JSMC. Each Party
          may, in its discretion, invite non-member representatives of such
          Party to attend meetings of the JSMC.

     4.2  Responsibilities of the JSMC.  The JSMC shall be responsible for:

          4.2.1  Adopting, reviewing and amending the Research Plan to implement
                 the Research Program;

          4.2.2  Establishing the JRT;

          4.2.3  Monitoring the progress of research in the Research Program;

          4.2.4  Reviewing and approving initial Targets and any subsequent
                 Target selection, and defining the Target Field for each such
                 Target;

          4.2.5  Selecting of the technical criteria for nomination of a
                 compound for ECN upon adoption of a Target for the Research
                 Program, or as soon thereafter as practical;

          4.2.6  Directing the Chemical Optimization efforts;

          4.2.7  Agreeing on and adopting criteria for the designation of
                 Initial Hits, Improved Hits, Program Lead Compounds and Pre-
                 Clinical Lead Compounds;

          4.2.8  Selecting Improved Hits to be advanced to Stage II;

          4.2.9  Selecting Program Lead Compounds to be advanced for biological
                 testing; and

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       12
<PAGE>

          4.2.10  Reviewing and approving publications and other public
                  disclosures related to the subject matter of the Research
                  Program.

     4.3  JSMC Meetings. During the Research Term, the JSMC shall meet in person
          or by teleconference on a calendar quarter basis (provided that at
          least two meetings per year shall be in person) or more frequently as
          necessary and as may be agreed upon, with each Party bearing all
          travel and related costs for its representatives. Thereafter, the JSMC
          shall meet on an ad hoc basis as needed to perform the
          responsibilities designated to the JSMC. In addition to periodic
          meetings, the members of the JSMC shall communicate regularly by
          electronic mail or facsimile, as deemed necessary or appropriate.
          Minutes of the meetings of the JSMC will be generated and circulated
          to its members within two weeks following the JSMC meeting

     4.4  JSMC Decision-Making Process. Each Party shall have one vote in all
          matters decided by the JSMC, and decisions by the JSMC shall be made
          by consensus. The Parties shall attempt to resolve any disagreement
          among members of the JSMC within the JSMC based on the efficient
          achievement of the objectives of this Agreement. Any disagreement that
          cannot be resolved by a majority vote of the JSMC shall be referred to
          the Chief Executive Officer of 3DP or a comparable position selected
          by 3DP from time to time, and the Senior Vice President of Early
          Discovery and Applied Technology for BMS, or a comparable position
          selected by BMS from time to time, for resolution as set forth below.
          It is the intent of the Parties to resolve issues through the JSMC
          whenever possible and to refer issues to the specified officers of 3DP
          and BMS only when resolution through the JSMC cannot be achieved. In
          the event that the specified officers of 3DP and BMS cannot reach
          agreement within fifteen (15) days after a matter is referred to them
          for resolution, then the specified officer of BMS shall make the
          decision; provided, however, with respect to matters governed by
          Section 4.5 of this Agreement, in the event that the specified
          officers of 3DP and BMS cannot reach agreement within fifteen (15)
          days after a matter is referred to them for resolution, the parties
          will enter into dispute resolution in accordance with Article 13 of
          this Agreement (it being agreed that the more formal dispute
          resolution required pursuant to Article 13 will be followed even
          though the personnel on the dispute resolution panel may be the same
          personnel required to make decisions under this Section 4.4).

     4.5  Allocation of FTEs to Screening and Development. In furtherance of the
          provisions of Article 2, the Parties acknowledge and agree that the
          JSMC's allocation of FTEs under the Research Program will change from
          time to time to meet the needs of the Research Program and will
          depend, in part, upon the Research Program's success in finding Pre-
          Clinical Lead Compounds and the timing of such success. It is the
          intent of the Parties to allocate the work being performed by the FTEs
          to allow for the performance of all Stages of the Research Program in
          a manner that is equitable to both Parties. Subject to the foregoing,
          the Parties agree that to the extent feasible and desired by 3DP, up
          to [**] of the Targets screened during the initial Research


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       13
<PAGE>

          Term that lead to Program Lead Compounds may be further optimized by
          3DP to produce a Pre-Clinical Lead Compound.

     4.6  Minutes of Meetings. Within two (2) weeks after each JSMC meeting, the
          secretary of the JSMC shall prepare and distribute minutes of the
          meeting, which shall provide a description in reasonable detail of the
          discussions had at the meeting and a list of any actions, decisions or
          determinations approved by the JSMC. The secretary shall be
          responsible for circulation of all draft and final minutes. Draft
          minutes shall be first circulated to the chairperson, edited by the
          chairperson and then circulated in final draft form to all members of
          the JSMC sufficiently in advance of the next meeting to allow adequate
          review and comment prior to the meeting. Minutes shall be approved or
          disapproved, and revised as necessary, at the next meeting Final
          minutes shall be distributed to the members of the JSMC.

     4.7  Management of Matters Outside the Jurisdiction of the JSMC. Matters
          outside the scope of the Research Program and internal to each Party
          are not under the purview of the JSMC. Such matters include, but are
          not limited to the following: internal personnel policies and
          programs; budgeting, finance, commercial and marketing strategies; and
          business decisions. However, the Parties agree to communicate with
          each other promptly on those matters which, while outside the scope of
          the Research Program, nevertheless may reasonably be expected to
          influence the conduct or term of the Research Program or the intended
          commercialization of any Pre-Clinical Lead Compound(s).

                                   ARTICLE 5

                                FINANCIAL TERMS

     5.1  Technology Access Fee. BMS agrees to pay a nonrefundable technology
          access fee of [**] within thirty (30) days after the Effective Date.

     5.2  FTE Reimbursement Fees.

          5.2.1  BMS agrees to pay 3DP in advance, on a calendar quarterly basis
                 for the staff allocated by 3DP for the services to be provided
                 under this Agreement. Such research funding shall be payable by
                 BMS to 3DP in four quarterly installments during the term of
                 the Research Program within 30 days of the start of the
                 calendar quarter. Any payment for a portion of a quarterly
                 period shall be made on a pro rata basis.

          5.2.2  During the first six (6) months of the Research Term, BMS shall
                 pay 3DP for [**] FTEs. During the second six months of the
                 Research Term, BMS shall pay 3DP for [**] FTEs. During each of
                 the second and third years of the Term, BMS shall pay 3DP for
                 [**] FTEs. These services will be compensated by BMS at a rate
                 of [**] per FTE per year.


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       14
<PAGE>

     5.3  Costs. Except as provided in this Section 5.3, or as may be agreed
          from time to time by the Parties in writing, 3DP and BMS will each
          bear all of its own expenses incurred in connection with the Research
          Program. Notwithstanding the foregoing, depending on the total number
          of Targets designated and the number of FTEs reasonably necessary to
          meet the objectives of this Agreement, BMS and 3DP shall negotiate in
          good faith with respect to the payment by BMS of additional
          compensation to 3DP in a form to be agreed upon by the Parties, such
          as a lump sum payment or quarterly support payments by BMS for
          additional FTEs at 3DP; provided that BMS shall not be obligated to
          fund any additional FTEs without BMS's prior written consent.

     5.4  Extended Term Fees. The level of reimbursement for FTEs in any
          Extended Research Term shall be negotiated in good faith by the
          Parties.

     5.5  Fees for Early Termination of the Research Program. If BMS terminates
          the Research Program without cause, pursuant to the provisions of
          Section 10.3, prior to the end of the Research Term, or prior to the
          end of any Extended Research Term, BMS agrees to pay to 3DP the
          balance of any financial support otherwise due for the initial
          Research Term, or fifty percent (50%) of the balance of any financial
          support otherwise due for the current Extended Research Term, as the
          case may be.

     5.6  Milestone Payments for Pre-Clinical Lead Compounds Developed by BMS
          from Improved Hits Discovered by 3DP and Further Developed by BMS. BMS
          shall pay 3DP the following milestones and royalty rate, in lieu of
          those provided in Section 5.7 or Section 5.8, on any Pre-Clinical Lead
          Compound developed by BMS from an Improved Hit discovered by 3DP and
          thereafter developed by BMS:

          5.6.1  Upon selection of such Pre-clinical Lead Compound (including
                 being the subject of an ECN), [**];

          5.6.2  Upon submission of an IND, [**];

          5.6.3  Upon commencement of Phase III clinical trials, [**];

          5.6.4  Upon filing of a NDA, [**]; and

          5.6.5  A royalty rate of [**] of Net Sales.

     5.7  Milestone Payments for Pre-Clinical Lead Compounds Developed by BMS
          from Program Lead Compounds Discovered by 3DP. BMS shall pay 3DP the
          following milestones and royalty rate, in lieu of those provided in
          Section 5.6 or 5.8, on any Pre-Clinical Lead Compound developed by BMS
          from a Program Lead Compound identified by 3DP:


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       15
<PAGE>

          5.7.1  Upon selection of such Pre-clinical Lead Compound (including
                 being the subject of an ECN), [**];

          5.7.2  Upon submission of an IND, [**];

          5.7.3  Upon commencement of Phase III clinical trials, [**];

          5.7.4  Upon filing of a NDA, [**]; and

          5.7.5  A royalty rate of [**] of Net Sales.

     5.8  Milestone Payments for Pre-Clinical Lead Compounds Developed by 3DP.
          BMS shall pay 3DP the following milestones and royalty rate, in lieu
          of those provided in Section 5.6 and 5.7 on any Pre-Clinical Lead
          Compound developed by 3DP:

          5.8.1  Upon selection of such Pre-Clinical Lead Compound, [**] for the
                 first compound selected for activity against a specific Target,
                 and [**] for each subsequent compound selected for activity
                 against the same Target;

          5.8.2  Upon submission of an IND, [**] for the first compound selected
                 for activity against a specific Target, and [**] for each
                 subsequent compound selected for activity against the same
                 Target;

          5.8.3  Upon commencement of Phase III clinical trials, [**] for the
                 first compound selected for activity against a specific Target,
                 and [**] for each subsequent compound selected for activity
                 against the same Target;

          5.8.4  Upon filing of an NDA, [**] for the first compound selected for
                 activity against a specific Target, and [**] for each
                 subsequent compound selected for activity against the same
                 Target; and

          5.8.5  A royalty rate of [**] of Net Sales on annual Net Sales up to
                 and including [**] and [**] of Net Sales on annual Net Sales in
                 excess of [**].

     5.9  Milestone Payment Credit. In the event that any milestone payment is
          made pursuant to Sections 5.6, 5.7 or 5.8 with respect to a Pre-
          Clinical Lead Compound selected for development (an "Original
          Compound"), where, after the payment of any such milestones, such
          development terminates and, at any time after such termination, a
          Back-up Compound is selected for development (a "Replacement
          Compound"), then BMS shall be entitled to a credit against milestone
          payments due with respect to the Replacement Compound, in the amount
          equal to all


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       16
<PAGE>

          milestone payments actually paid with respect to the Original Compound
          prior to termination of development of such Original Compound.

     5.10 Royalty Reduction in the Absence of Patent Protection. The royalty
          amounts set forth above shall be reduced by [**] on a country-by-
          country basis at any such time that there are no Patent Rights
          containing a Valid Claim with respect to the Active Compound which is
          an ingredient of such Licensed Product in such country.

     5.11 Royalty Period. The royalty payments set forth above shall be payable
          for each Licensed Product on a product-by-product and country-by-
          country basis from the time of First Commercial Sale of Licensed
          Product in such country until the later of: (a) ten (10) years from
          the time of First Commercial Sale of Licensed Product in such country;
          or (b) until the last-to-expire or -lapse of Patent Rights containing
          a Valid Claim with respect to the Active Compound which is an
          ingredient of such Licensed Product in such country.

     5.12 Royalty Conditions. The royalties under this Article 5 shall be
          subject to the following conditions:

          5.12.1  Only one royalty shall be due with respect to the same unit of
                  Licensed Product; and

          5.12.2  No royalties shall be due upon the sale or other transfer
                  among BMS, its Affiliates or licensees, but in such cases the
                  royalty shall be due and calculated upon BMS's or its
                  Affiliate's or licensee's Net Sales of Licensed Product to the
                  first independent Third Party.

     5.13 Third Party Patent Rights. In the event that during the term of the
          royalty obligation for a Licensed Product under this Article 5, a
          Third Party shall control an issued patent or patents in any country
          covering the sale of a Licensed Product, and in the reasonable
          judgment of BMS, it would be impractical or impossible for BMS (or its
          Affiliates or licensees or sublicensees) to continue to sell the
          Licensed Product without obtaining a royalty bearing license from such
          Third Party, then, after giving 3DP notice and a reasonable
          opportunity to comment thereon, and after taking due consideration of
          3DP's comments, BMS shall be entitled to a credit against the
          royalties due hereunder with respect to such country in an amount
          equal to [**] of the royalty paid to such Third Party, said credit not
          to exceed [**] of the royalty otherwise due under this Agreement,
          arising from the sale of the Licensed Product in said country.
          However, the foregoing royalty credit shall only be available when the
          total royalty obligation owed by BMS (or its Affiliates or licensees
          or sublicensees) to unaffiliated third parties exceeds [**] of Net
          Sales of Licensed Product.

     5.14 Mode of Payment.  All payments to 3DP hereunder shall be made by wire
          transfer of United States Dollars in the requisite amount to such bank
          account as 3DP may from time to time

**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       17
<PAGE>

          designate by notice to BMS. Milestone payments shall be made within
          sixty (60) days of occurrence of the relevant milestone event and
          royalty payments for a given calendar quarter shall be made within
          sixty (60) days following the end of the calendar quarter. Payments
          shall be free and clear of any taxes (other than withholding and other
          taxes imposed on 3DP), fees or charges, to the extent applicable. For
          purposes of computing royalty payments for Net Sales made outside of
          the United States, such royalties shall be converted into U.S.
          Dollars, by applying the rate of exchange as used by BMS's global
          accounting system which reflects the average exchange rate for the
          applicable payment period.

     5.15 Records Retention. With respect to any products for which royalties
          are due pursuant to this Agreement, BMS and its Affiliates and any
          licensees or sublicensees shall keep records, for two years, of such
          Net Sales in sufficient detail to confirm the accuracy of the royalty
          calculations hereunder. At the request of 3DP, BMS shall permit an
          independent certified accountant of nationally recognized standing
          appointed by 3DP and reasonably acceptable to BMS, at reasonable times
          and upon reasonable notice, to examine these records solely to the
          extent necessary to verify such calculations. Such investigation shall
          be at the expense of 3DP unless it reveals a discrepancy in BMS's
          favor of more than ten percent, in which event it shall be at BMS's
          expense.

     5.16 Taxes. The Party receiving royalties and other payments under this
          Agreement shall pay any and all taxes levied on account of such
          payment. If any taxes are required to be withheld by the paying Party,
          it shall: (a) deduct such taxes from the remitting payment, (b) pay
          the taxes, in a timely manner, to the proper taxing authority, and (c)
          send proof of payment to the other Party and certify its receipt by
          the taxing authority within sixty (60) days following such payment.

                                   ARTICLE 6

                      OWNERSHIP; GRANT OF LICENSE RIGHTS

     6.1  Ownership of Libraries.

          6.1.1  3DP shall retain its ownership rights in the 3DP Probe Library
                 and the Synthetically Accessible Library and shall have
                 ownership rights as to BMS in any Focused Library developed by
                 3DP pursuant to this Agreement.

          6.1.2  Notwithstanding the provisions of Section 6.1.1, all Focused
                 Library compounds shall be available to the Parties for
                 research and development activities contemplated by the
                 Research Program in the Field during the term of the Research
                 Program.

          6.1.3  [**]


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       18
<PAGE>

     6.2  Ownership of Targets.  [**]

     6.3  Ownership of Initial Hits.  [**]

     6.4  Ownership of Improved Hits.  [**]

     6.5  Ownership of Program Lead Compounds and Pre-Clinical Lead Compounds.
          [**]

     6.6  Development of Compounds Not Selected for Stage II or for Stage III.
          [**]

     6.7  License to BMS under Patent Rights and Know-how. Subject to the other
          provisions of this Agreement, 3DP hereby grants to BMS such rights
          that it has to grant a worldwide, exclusive license, with right to
          sublicense, to develop, make, have made, use, sell, offer for sale,
          have sold, import and have imported Licensed Products, under any
          Patent Rights owned by 3DP that would otherwise be infringed by BMS
          but for this license, including Research Program Patent Rights, and
          under the Know-how developed by 3DP relating to the Licensed Products,
          including the Research Program Know-how.

     6.8  Rights of 3DP to Focused Library Compounds after Termination of the
          Research Program. After a period of [**] following termination of the
          Research Program, 3DP shall have the unencumbered right, as to BMS, to
          evaluate and/or develop compounds in any Focused Library that are not
          being developed by either Party pursuant to this Agreement. However,
          during the term of this Agreement as provided in Article 10, 3DP shall
          not have the right to evaluate and/or develop compounds in any Focused
          Library against any Target in respect of which BMS is developing,
          manufacturing or selling a Licensed Product under this Agreement.

                                   ARTICLE 7

                           CONFIDENTIAL INFORMATION

     7.1  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for ten (10) years thereafter, either Party (a
          "Receiving Party") that receives Confidential Information from the
          other Party (a "Disclosing Party") shall keep, and shall endeavor to
          ensure that its officers, directors and employees keep, confidential
          and shall not publish or otherwise disclose and shall not use for any
          purpose (except as expressly permitted hereunder) any Confidential
          Information furnished to it by its Disclosing Party pursuant to this
          Agreement (including without limitation, Know-how). The obligations of
          confidentiality and non-use set forth in this Section 7.1 shall also
          apply to biological material and chemical compounds and associated
          information (including, without limitation, Know-how) disclosed by one
          Party to the other prior to or during the Term; provided however, that
          such obligation of confidentiality and non-use shall not apply


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       19
<PAGE>

          to BMS with respect to compounds that are assigned to BMS or
          exclusively licensed to BMS by 3DP.

     7.2  Written Assurances and Permitted Uses of Confidential Information.

          7.2.1  Each Party shall inform its employees and consultants who
                 perform substantial work on the Research Program, of the
                 obligations of confidentiality specified in Section 7.1 and all
                 such persons shall be bound by the terms of confidentiality set
                 forth therein.

          7.2.2  The Receiving Party may disclose the Disclosing Party's
                 Confidential Information to the extent the Receiving Party is
                 compelled to disclose such information by a judicial or
                 administrative authority of competent jurisdiction, including
                 but not limited to submitting information to tax authorities or
                 to comply with any discovery or similar request for production
                 of documents in litigation or similar alternative dispute
                 resolution proceedings, provided however, that in such case the
                 Receiving Party shall give notice, in a timely fashion, to the
                 Disclosing Party so that the Disclosing Party may seek a
                 protective order or other remedy from said authority. In any
                 event, the Receiving Party shall disclose only that portion of
                 the Confidential Information that, in the opinion of its legal
                 counsel, is legally required to be disclosed and will exercise
                 reasonable efforts to ensure that any such information so
                 disclosed will be accorded confidential treatment by said court
                 or tribunal.

          7.2.3  To the extent it is reasonably necessary or appropriate to
                 fulfill its obligations and exercising its rights under this
                 Agreement, either Party may disclose Confidential Information
                 to its Affiliates on a need-to-know basis on condition that
                 such Affiliates agree to keep the Confidential Information
                 confidential for the same time periods and to the same extent
                 as such Party is required to keep the Confidential Information
                 confidential under this Agreement.

          7.2.4  To the extent that it is reasonably necessary or appropriate to
                 fulfill its obligations, either Party may disclose Confidential
                 Information to the U.S. Patent and Trademark Office, the
                 foreign counterparts thereof, in order to comply with the rules
                 governing disclosure of material information during patent
                 examination.

          7.2.5  The existence and the terms and conditions of this Agreement
                 which the Parties have not specifically agreed to disclose
                 pursuant to this Section 7.2 shall be treated by each Party as
                 Confidential Information of the other Party.

     7.3  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          financing activities; provided


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       20
<PAGE>

          however, that any such recipient of such Confidential Information
          shall agree in writing to keep such terms confidential for the same
          time periods and to the same extent as 3DP is required to keep
          Confidential Information confidential under this Agreement.
          Furthermore, BMS acknowledges that 3DP may be obligated to disclose
          terms of this Agreement and make public a copy of this Agreement in
          the event it files a registration statement with respect to its shares
          or it becomes a public company as required by applicable U.S. law;
          provided however, that the terms and this Agreement and the copy
          submitted to the applicable governmental agency shall be redacted such
          that the extent of any such disclosure shall be limited to that which
          in the opinion of 3DP's legal counsel is legally required to be
          disclosed.

     7.4  Notification. Both Parties recognize that each may wish to publish the
          results of their work relating to the Research Program. However, both
          Parties also recognize the importance of acquiring patent protection
          on Licensed Products. Consequently, neither Party shall make any
          publication relating to any Licensed Product until Phase II clinical
          trials with respect to such Licensed Product have commenced and,
          thereafter, any proposed publication by either Party shall comply with
          this Article 7. At least sixty (60) days before a manuscript is to be
          submitted to a publisher, the publishing Party will provide the JSMC
          with a copy of the manuscript. If the publishing Party wishes to make
          an oral presentation, it will provide the JSMC with a copy of the
          abstract (if one is submitted) at least sixty (60) days before it is
          to be submitted. The publishing Party will also provide to the JSMC a
          copy of the text of the presentation, including all slides, posters
          and any other visual aids, at least sixty (60) days before the
          presentation is made.

     7.5  Review of Proposed Publications. The JSMC will review the manuscript,
          abstract, text or any other material provided under Section 7.4 to
          determine if patentable subject matter is disclosed. The JSMC will
          notify the publishing Party within thirty (30) days of receipt of the
          proposed publication if the JSMC determines that patentable subject
          matter is or may be disclosed, or if the JSMC believes Confidential
          Information or proprietary information is or may be disclosed. If it
          is determined by the JSMC that patent applications should be filed,
          the publishing Party shall delay its publication or presentation for a
          period not to exceed 90 days from the JSMC's receipt of the proposed
          publication to allow time for the filing of patent applications
          covering patentable subject matter. In the event that the delay needed
          to complete the filing of any necessary patent application will exceed
          the ninety (90)-day period, the Parties will discuss the need for
          obtaining an extension of the publication delay beyond the ninety
          (90)-day period. If it is determined by the JSMC that confidential or
          proprietary information is being disclosed, the JSMC will consult to
          arrive at an agreement on mutually acceptable modifications to the
          proposed publication to avoid such disclosure. The publishing Party of
          any manuscript, text or oral presentation will acknowledge the other
          Party for its contribution to the material being published or
          presented and to the Research Program.


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       21
<PAGE>

                                   ARTICLE 8

                    PATENT RIGHTS AND INTELLECTUAL PROPERTY

     8.1  Title to Patent Rights. Subject to the other provisions of this
          Agreement, and any independent rights in others, the ownership of
          Research Program Patent Rights shall be determined in accordance with
          the principles of inventorship and ownership as prescribed by U.S.
          patent law. Thus, the Parties contemplate that Research Program Patent
          Rights may be jointly owned by both Parties or owned solely by one
          Party.

     8.2  Filing of Patent Applications and Expenses.

          8.2.1  BMS has the right but not the obligation to pursue and maintain
                 Research Program Patent Rights that claim Licensed Products at
                 its own cost.

          8.2.2  Where there is co-ownership of such Research Program Patent
                 Rights, BMS shall regularly provide 3DP with copies of all
                 patent office filings and other material submissions and
                 correspondence with various patent offices, in sufficient time
                 to allow for review and comment.

     8.3  Enforcement of Issued Patent Rights. If either Party considers that a
          Valid Claim of any of the issued Research Program Patent Rights
          claiming the manufacture, use or sale of Licensed Products is being
          infringed by a Third Party, it shall notify the other Party and
          provide it with any evidence of such infringement which is reasonably
          available. BMS shall have the right but not the obligation, at its own
          expense, to attempt to remove such infringement by commercially
          appropriate steps, including a lawsuit. If required by law, 3DP shall
          join such suit as a Party, at BMS's expense. In the event BMS fails to
          take commercially appropriate steps with respect to such infringement
          within six (6) months following notice of such infringement, 3DP shall
          have the right to do so at its expense, provided that BMS shall not be
          required to enforce such Research Program Patent Rights against more
          than one entity or in more than one country at any one time.

     8.4  Recovery of Damages. Any amounts recovered by BMS pursuant to Section
          8.3, whether by settlement or judgment shall be reported as Net Sales
          for the purpose of calculating any applicable royalties to 3DP, after
          deduction of BMS's reasonable expenses in making such recovery. If 3DP
          enforces such Research Program Patent Rights pursuant to the
          provisions of Section 8.3, then 3DP shall retain any amounts recovered
          thereby.

     8.5  Assistance. The Party not enforcing the Research Program Patent Rights
          pursuant to Section 8.3, shall provide reasonable assistance to the
          other Party, including providing access to relevant

**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       22
<PAGE>

          documents and other evidence and making its employees available,
          subject to the enforcing Party's reimbursement of any out-of-pocket
          expenses incurred by the other Party.

     8.6  Third Party Patent Rights. If any warning letter or other notice of
          infringement is received by a Party, or action, suit or proceeding is
          brought against a Party alleging infringement of a patent of any Third
          Party in the manufacture, use or sale of a Licensed Product or in the
          conduct of the Research Program, the Parties shall promptly discuss
          and decide the best way to respond.

                                   ARTICLE 9

                                INDEMNIFICATION

     9.1  Indemnification by BMS. BMS shall indemnify, defend and hold 3DP and
          its agents, employees and directors (the "3DP Indemnitees") harmless
          from and against any and all liability, damage, loss, cost or expense
          (including reasonable attorneys' fees) arising out of Third Party
          claims or lawsuits related to (a) BMS's performance of its obligations
          under this Agreement; or (b) product liability for bodily injury
          and/or property damage related to BMS's development activities with
          compounds identified under the Research Program and/or with Licensed
          Products; or (c) the manufacture, use or sale of Licensed Products by
          BMS and its Affiliates, sublicensees, distributors and agents, except
          to the extent such claims or suits result from the breach of any of
          the provisions of this Agreement, gross negligence or willful
          misconduct of the 3DP Indemnitees. Upon the assertion of any such
          claim or suit, the 3DP Indemnitees shall promptly notify BMS thereof
          and shall permit BMS to assume direction and control of the defense of
          the claim (including the selection of counsel and the right to settle
          it at the sole discretion of BMS, provided that such settlement does
          not impose any material obligation on the 3DP Indemnitees), and shall
          cooperate as requested (at the expense of BMS) in the defense of the
          claim.

     9.2  Indemnification By 3DP. 3DP shall indemnify, defend and hold BMS and
          its agents, employees and directors (the "BMS Indemnitees") harmless
          from and against any and all liability, damage, loss, cost or expense
          (including reasonable attorneys' fees) arising out of Third Party
          claims or lawsuits related to 3DP's performance of its obligations
          under this Agreement, except to the extent that such claims or suits
          result from the breach of any of the provisions of this Agreement,
          gross negligence or willful misconduct of the BMS Indemnitees. Upon
          the assertion of any such claim or suit, the BMS Indemnitees shall
          promptly notify 3DP thereof and shall permit 3DP to assume direction
          and control of the defense of the claim (including the selection of
          counsel and the right to settle it at the sole discretion of 3DP,
          provided that such settlement does not impose any material obligation
          on the BMS Indemnitees), and shall cooperate as requested (at the
          expense of 3DP) in the defense of the claim.

**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       23
<PAGE>

                                  ARTICLE 10

                             TERM AND TERMINATION

     10.1  Term of Research Program. The Research Program shall commence upon
           the Effective Date, and unless earlier terminated as provided herein,
           shall expire on the third anniversary of the Effective Date, subject
           to any extension thereto.

     10.2  Term of Agreement. This Agreement shall commence upon the Effective
           Date and shall terminate: (a) thirty (30) days after notice, in good
           faith, by one Party to the other Party, following the termination or
           expiration of the Research Term or any Extended Research Term, if no
           compound, which was identified as an Initial Hit, or at least one
           optimized or developed successor thereto, is being diligently
           optimized, developed, commercialized and/or sold by BMS or 3DP, or
           (b) upon the identification and commercialization of one or more
           Licensed Products, upon expiration of the royalty period, as to each
           Licensed Product in each country in the Territory, as provided in
           Section 5.11.

     10.3  Termination of the Research Program Without Cause. Subject to the
           provisions of Section 5.5, BMS may terminate the Research Program
           upon ninety (90)-days advance written notice during the Research Term
           or any Extended Research Term.

     10.4  Termination Due to Acquisition. During the Research Term or any
           Extended Research Term, if any major pharmaceutical company, which in
           the good faith determination of BMS, is a competitor of BMS closes on
           an acquisition of 3DP (whether through merger, consolidation or
           acquisition, directly or indirectly, of stock representing fifty
           percent (50%) or more of the outstanding voting stock or other equity
           securities of 3DP, sale of all or substantially all the assets of 3DP
           or otherwise), BMS may terminate the Research Program, but not the
           other provisions of this Agreement, effective thirty (30) days after
           written notice is transmitted to 3DP, its parent, successor, or the
           surviving or new entity, as the case may be, provided such notice
           shall not be sent until the actual closing date of such transaction.
           In such case, no termination fees shall be due, but BMS shall
           continue to fund the Research Program until the effective date of its
           termination.

     10.5  Breach. The failure by a Party to comply with any of the material
           obligations contained in this Agreement shall entitle the other Party
           to give notice to have the default cured. If such default is not
           cured within sixty (60) days after the receipt of such notice, or
           diligent steps are not taken to cure if by its nature such default
           could not be cured within sixty (60) days, the notifying Party shall
           be entitled, without prejudice to any of its other rights conferred
           on it by this Agreement, and in addition to any other remedies that
           may be available to it, to terminate the Research Program and/or this
           Agreement, provided, however, that such right to terminate shall be
           stayed in the event that, during such sixty (60)-day period, the
           Party alleged to have been in default


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       24
<PAGE>

           shall have: (a) initiated arbitration in accordance with Article 13,
           below, with respect to the alleged default, and (b) diligently and in
           good faith cooperated in the prompt resolution of such arbitration
           proceedings.

     10.6  No Waiver. The right of a Party to terminate the Research Program
           and/or this Agreement, as provided in this Article 10, shall not be
           affected in any way by its waiver or failure to take action with
           respect to any prior default.

     10.7  Insolvency or Bankruptcy.

           10.7.1   Either Party may, in addition to any other remedies
                    available by law or in equity, terminate the Research
                    Program and/or this Agreement by written notice to the other
                    Party in the event the latter Party shall have become
                    insolvent or bankrupt, or shall have an assignment for the
                    benefit of its creditors, or there shall have been appointed
                    a trustee or receiver of the other Party or for all or a
                    substantial part of its property or any case or proceeding
                    shall have been commenced or other action taken by or
                    against the other Party in bankruptcy or seeking
                    reorganization, liquidation, dissolution, winding-up,
                    arrangement or readjustment of its debts or any other relief
                    under any bankruptcy, insolvency, reorganization or other
                    similar act or law of any jurisdiction now or hereafter in
                    effect, or there shall have been issued a warrant of
                    attachment, execution, distraint or similar process against
                    any substantial part of the property of the other Party, and
                    any such event shall have continued for ninety (90) days
                    undismissed, unbonded and undischarged.

          10.7.2    All rights and licenses granted under or pursuant to this
                    Agreement by BMS or 3DP are, and shall otherwise be deemed
                    to be, for purposes of Section 365(n) of the U.S. Bankruptcy
                    Code, licenses of right to "Intellectual Property" as
                    defined under Section 101 of the U.S. Bankruptcy Code. The
                    Parties agree that the Parties as licensees of such rights
                    under this Agreement, shall retain and may fully exercise
                    all of their rights and elections under the U.S. Bankruptcy
                    Code. The Parties further agree that, in the event of the
                    commencement of a bankruptcy proceeding by or against either
                    Party under the U.S. Bankruptcy Code, the Party hereto which
                    is not a party to such proceeding shall be entitled to a
                    complete duplicate of (or complete access to, as
                    appropriate) any such intellectual property and all
                    embodiments of such intellectual property, and same, if not
                    already in their possession, shall be promptly delivered to
                    them (a) upon any such commencement of a bankruptcy
                    proceeding upon their written request therefor, unless the
                    Party subject to such proceedings elects to continue to
                    perform all of their obligations under this Agreement or (b)
                    if not delivered under (a) above, upon the rejection of this
                    Agreement by or on behalf of the Party subject to such
                    proceeding upon written request therefor by a nonsubject
                    Party.


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       25
<PAGE>

     10.8   Consequences of Termination of the Research Program.

            10.8.1   In the event of termination of the Research Program by BMS
                     pursuant to the provisions of Sections 10.4, 10.5 and/or
                     10.7, 3DP shall (i) promptly transfer to BMS copies,
                     whether in written or electronic form, of all data,
                     reports, records and materials (including any Research
                     Program Know-how) in 3DP's possession or control which
                     relate to the Research Program; (ii) return to BMS all
                     relevant records and materials, whether in written or
                     electronic form, in 3DP's possession or control containing
                     Confidential Information of BMS; and (iii) furnish to BMS
                     all unused Substances provided to 3DP by BMS in connection
                     with the Research Program. Thereafter, BMS shall have no
                     further obligation to fund the Research Program, but the
                     remainder of the Agreement shall remain in force and effect
                     until expiration of the term of the Agreement, unless it is
                     sooner terminated as provided in this Agreement.

           10.8.2    In the event of termination of the Research Program by 3DP
                     pursuant to this Article 10, or if BMS terminates the
                     Research Program pursuant to the provisions of Section
                     10.3, BMS shall (i) promptly transfer to 3DP copies,
                     whether in written or electronic form, of all data,
                     reports, records and materials (including any Research
                     Program Know-how) in BMS's possession or control which
                     relate to the Research Program; (ii) return to 3DP all
                     relevant records and materials, whether in written or
                     electronic form, in BMS's possession or control containing
                     Confidential Information of 3DP; and (iii) furnish to 3DP
                     all unused Substances provided to BMS by 3DP in connection
                     with the Research Program. Thereafter, the remainder of the
                     Agreement shall remain in force and effect until expiration
                     of the term of the Agreement, unless it is sooner
                     terminated as provided in this Agreement.

           10.8.3    Either Party's termination of the Research Program pursuant
                     to Section 10.3, 10.4, 10.5 and/or 10.7 shall be without
                     prejudice to, and shall not affect, any of the Parties'
                     respective rights and obligations under this Agreement that
                     do not specifically relate to the Research Program. Without
                     limiting the generality of the foregoing, BMS's rights to
                     exploit the Licensed Products under any Research Program
                     Patent Rights and Research Program Know-how, if such
                     licenses are in operation, in accordance with the terms of
                     this Agreement, shall not be affected by any such
                     termination.

      10.9  Consequences of Termination of this Agreement. Upon termination of
            this Agreement, all remaining records and materials in a Party's
            possession or control containing the other Party's Confidential
            Information and to which the former Party does not retain rights
            hereunder shall promptly be returned.

      10.10 Survival of Obligations. The termination or expiration of this
            Agreement shall not relieve the Parties of any obligations accruing
            prior to such termination, and any such termination shall be


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       26
<PAGE>

          without prejudice to the rights of either Party against the other. The
          provisions of Section 3.7, Section 5.15, Section 5.16, Section 6.1
          through 6.5, Article 7, Article 8, Article 9, Section 10.8, Section
          12.7, Article 13 and Article 14 (except Section 14.7) shall survive
          any termination of this Agreement.

                                  ARTICLE 11

        DEVELOPMENT, REGULATORY AND COMMERCIALIZATION RESPONSIBILITIES

     11.1  BMS Responsibilities. BMS shall be responsible for all development,
           regulatory filings and related submissions that are made in
           connection with the commercialization of Licensed Products developed
           by BMS and all commercialization activities with respect to Licensed
           Products, and shall do so at BMS's sole discretion and expense.

     11.2  3DP Responsibilities. 3DP shall be responsible for all development,
           regulatory filings and related submissions that are made in
           connection with the commercialization of Licensed Products developed
           by 3DP, and all commercialization activities with respect to Licensed
           Products, and shall do so at 3DP's sole discretion and expense.

                                  ARTICLE 12

                        REPRESENTATIONS AND WARRANTIES

     12.1  Authority. Each Party represents and warrants that as of the
           Effective Date it has the full right, power and authority to enter
           into this Agreement and that this Agreement has been duly executed by
           such Party and constitutes a legal, valid and binding obligation of
           such Party, enforceable in accordance with its terms.

     12.2  Commercially Reasonable Efforts. Each Party represents and warrants
           that it will use good faith commercially reasonable and diligent
           efforts to perform its obligations under this Agreement and/or
           develop and to commercialize Licensed Products, consistent with sound
           business judgment.

     12.3  No Conflicts. Each Party represents and warrants that the execution,
           delivery and performance of this Agreement does not conflict with, or
           constitute a breach or default under any of its charter or
           organizational documents, any law, order, judgment or governmental
           rule or regulation applicable to it, or any material agreement,
           contract, commitment or instrument to which it is a party.

**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       27
<PAGE>

     12.4  No Existing Third Party Rights. Each Party represents and warrants
           that its obligations under this Agreement are not encumbered by any
           rights granted by such Party to any Third Parties that are or may be
           inconsistent with the rights and licenses granted in this Agreement

     12.5  Permitted Use of Targets. BMS represents and warrants that it has the
           legal right to use and permit 3DP to use all Targets provided to 3DP
           for Research Program activities under this Agreement.

     12.6  Continuing Representations. The representations and warranties of
           each Party contained in this Article 12 shall survive the execution
           and delivery of this Agreement and shall remain true and correct at
           all times during the Term with the same effect as if made on and as
           of such later date.

     12.7  Disclaimer of Warranties. 3DP MAKES NO REPRESENTATIONS AND EXTENDS NO
           WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
           RESPECT TO THE 3DP DISCOVERWORKS(R) TECHNOLOGY, INCLUDING, BUT NOT
           LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
           PURPOSE. IN PARTICULAR, 3DP OFFERS NO REPRESENTATION OR WARRANTY THAT
           THE USE OF ALL OR ANY PART OF THE 3DP DISCOVERWORKS(R) TECHNOLOGY
           UNDER THIS AGREEMENT WILL RESULT IN THE DISCOVERY OR THE SUCCESSFUL
           COMMERCIALIZATION OF A LICENSED PRODUCT FOR USE AGAINST THE TARGET IN
           THE FIELD.

                                  ARTICLE 13

                              DISPUTE RESOLUTION

Any dispute concerning or arising out of this Agreement or concerning the
existence or validity hereof shall be determined by the following procedure:

     13.1  Dispute Resolution Process. Both Parties understand and appreciate
           that their long term mutual interest will be best served by affecting
           a rapid and fair resolution of any claims or disputes which may arise
           out of services performed under this Agreement or from any dispute
           concerning the terms of this Agreement. Therefore, both Parties agree
           to use their best efforts to resolve all such disputes as rapidly as
           possible on a fair and equitable basis. Toward this end, both Parties
           agree to develop and follow a process for presenting, rapidly
           assessing, and settling claims on a fair and equitable basis that
           takes into account the precise subject and nature of the dispute.

     13.2  Dispute Resolution Panel. If any dispute or claim arising under this
           Agreement cannot be readily resolved by the Parties pursuant to the
           process described above, then the Parties agree to refer the matter
           to a panel consisting of the Chief Executive Officer of 3DP and the
           Senior Vice


**Certain portions of this Exhibit have been omitted upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       28
<PAGE>

          President of Early Discovery and Applied Technology for BMS, or a
          comparable position selected by either Party from time to time, for
          review and a non-binding resolution. A copy of the terms of this
          Agreement, agreed upon facts (and areas of disagreement), and concise
          summary of the basis for each side's contentions will be provided to
          both such officers who shall review the same, confer and attempt to
          reach a mutual resolution of the issue.

     13.3 Arbitration. If the matter has not been resolved utilizing the
          foregoing process and the Parties are unwilling to accept the non-
          binding decision of the indicated panel, either or both Parties may
          elect to pursue definitive resolution through binding arbitration,
          which the Parties agree to accept in lieu of litigation or other
          legally available remedies (with the exception of injunctive relief
          where such relief is necessary to protect a Party from irreparable
          harm pending the outcome of any such arbitration proceeding). Binding
          arbitration shall be settled in accordance with the Commercial
          Arbitration Rules of the American Arbitration Association by a panel
          of three arbitrators chosen in accordance with these Rules. As set
          forth in Section 14.15, this Agreement shall be governed by and
          construed in accordance with the substantive laws of the State of
          Delaware without regard to the conflicts of laws provisions of
          Delaware. The arbitration will be held in Wilmington, Delaware.
          Judgment upon the award rendered may be entered in any court having
          jurisdiction and the Parties hereby consent to the said jurisdiction
          and venue, and further irrevocably waive any objection which either
          Party may have now or hereafter to the laying of venue of any
          proceedings in said courts and to any claim that such proceedings have
          been brought in an inconvenient forum, and further irrevocably agree
          that a judgment or order in any such proceeding shall be conclusive
          and binding upon the Parties and may be enforced in the courts of any
          other jurisdiction.

                                  ARTICLE 14

                           MISCELLANEOUS PROVISIONS

     14.1 Entire Agreement. This Agreement, and the GPCR License and User
          Agreement, the DiscoverWorks(TM) Nonexclusive License and Purchase
          Agreement, the PERT Internal Use License and Option Agreement entered
          into simultaneously with this Agreement, and each of the Exhibits
          thereto constitute and contain the entire understanding and agreement
          of the Parties respecting the subject matter of this Agreement and
          cancels and supersedes any all prior negotiations, correspondence,
          understandings and agreements between the Parties, whether oral or
          written, regarding such subject matter.

     14.2 Further Actions. Each Party agrees to execute, acknowledge and deliver
          such further instruments and to do all such other acts as may be
          necessary or appropriate in order to carry out the purposes and intent
          of this Agreement.

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       29
<PAGE>

     14.3 Binding Effect. This Agreement and the rights granted herein shall be
          binding upon and shall inure to the benefit of 3DP, BMS and their
          successors and permitted assigns.

     14.4 Assignment. Neither Party shall assign this Agreement without the
          prior written consent of the other Party; provided, however, that
          either Party may assign this Agreement without the prior written
          consent of the other Party in connection with the sale or transfer of
          substantially all of its assets that relate to this Agreement, or in
          the event of its merger or consolidation or change of control or
          similar transaction. Any permitted assignee shall assume all
          obligations of its assignor under this Agreement.

     14.5 No Implied Licenses. No rights to any other patents, Know-how or
          technical information, or other intellectual property rights, other
          than as explicitly identified herein, are granted or deemed granted by
          this Agreement. No right, expressed or implied, is granted by this
          Agreement to a Party to use in any manner the name or any other trade
          name or trademark of the other Party in connection with the
          performance of this Agreement.

     14.6 No Waiver. No waiver, modification or amendment of any provision of
          this Agreement shall be valid or effective unless made in writing and
          signed by a duly authorized officer of each Party. The failure of
          either Party to assert a right hereunder or to insist upon compliance
          with any term or condition of this Agreement shall not constitute a
          waiver of that right or excuse a similar subsequent failure to perform
          any such term or condition.

     14.7 Restrictions on Unsolicited Activities. BMS agrees that, during the
          Term of this Agreement, without the prior written consent of the board
          of directors of 3DP, neither BMS nor any of its Affiliates will (i)
          purchase, offer or agree to purchase, or announce an intention to
          purchase, directly or indirectly, any securities or assets of 3DP or
          its subsidiaries; (ii) make, or in any way participate, directly or
          indirectly, in any "solicitation" of "proxies" to vote or "consents"
          (as such terms are used in the rules and regulations of the Securities
          and Exchange Commission), or seek to advise or influence any person
          with respect to the voting of any voting securities of 3DP; (iii)
          initiate or support, directly or indirectly, any stockholder proposal
          with respect to 3DP; (iv) directly or indirectly make any public
          announcement with respect to, or submit a proposal for, or offer of
          (with or without conditions) any extraordinary transaction involving
          3DP or its securities or assets or any subsidiary thereof, or of any
          successor to or person in control of 3DP or any of its businesses, or
          any assets of 3DP or any subsidiary or division thereof or of any such
          successor or controlling person; or (v) form, join or in any way
          participate in a "group" as defined in Section 13(d)(3) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") in
          connection with any of the foregoing. Nothing contained in this
          Section 14.7 shall prohibit the ownership by BMS of up to 1% of any
          class of securities of 3DP which are registered pursuant to the
          Exchange Act; provided, however, that BMS hereby acknowledges that it
          is aware that the United States securities laws prohibit any person
          who has material non-public information about a company from
          purchasing or selling securities of such company, or from
          communicating such


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       30
<PAGE>

          information to any other person under circumstances in which it is
          reasonably foreseeable that such person is likely to purchase or sell
          such securities.

    14.8  Force Majeure. The failure of a Party to perform any obligation under
          this Agreement by reason of acts of God, acts of governments, riots,
          wars, strikes, accidents or deficiencies in materials or
          transportation or other causes of a similar magnitude beyond its
          control shall not be deemed to be a breach of this Agreement.

    14.9  Independent Contractors. Both Parties are independent contractors
          under this Agreement. Nothing contained in this Agreement is intended
          nor is to be construed so as to constitute 3DP or BMS as partners or
          joint venturers with respect to this Agreement. Neither Party shall
          have any express or implied right or authority to assume or create any
          obligations on behalf of or in the name of the other Party or to bind
          the other Party to any other contract, agreement or undertaking with
          any Third Party.

    14.10 Notices and Deliveries. Any formal notices, request, delivery,
          approval or consent required or permitted to be given under this
          Agreement shall be in writing and shall be deemed to have been
          sufficiently given when it is received, whether delivered in person,
          transmitted by facsimile with contemporaneous confirmation, delivered
          by registered letter (or its equivalent) or delivered by overnight
          courier service (receipt required), to the Party to which it is
          directed at its address shown below or such other address as such
          Party shall have last given by notice to the other Parties.

          If to BMS:


          Bristol-Myers Squibb Company
          Route 206 & Province Line Road
          P.O. Box 4000
          Princeton, New Jersey 08543
          ATTN: Vice President and Senior Counsel,
                Pharmaceutical Research Institute

          If to 3DP:                             with a copy to:

          3-Dimensional Pharmaceuticals, Inc.    Morgan, Lewis & Bockius LLP
          Eagleview Corporate Center             502 Carnegie Center
          665 Stockton Drive, Suite 104          Princeton, New Jersey 08540
          Exton, PA  10341
          ATTN: Chief Executive Officer          ATTN: Randall B. Sunberg, Esq.


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       31
<PAGE>

    14.11 Public Announcements. The Parties shall consult with each other and
          reach mutual written agreement before making any public announcement
          concerning this Agreement or its subject matter. Notwithstanding the
          foregoing, the Parties may disclose the existence and general nature
          of this Agreement and may make disclosures for purposes of satisfying
          legal and regulatory requirements in accordance with Article 7;
          however, neither Party shall use the name of the other Party for
          promotional purposes.

    14.12 Headings. The captions to the sections and articles in this Agreement
          are not a part of this Agreement, and are included merely for
          convenience of reference only and shall not affect its meaning or
          interpretation.

    14.13 Severability. If any provision of this Agreement becomes or is
          declared by a court of competent jurisdiction to be illegal,
          unenforceable or void, this Agreement shall continue in full force and
          effect without said provision, so long as the Agreement, taking into
          account said voided provision(s), continues to provide the Parties
          with the same practical economic benefits as the Agreement containing
          said voided provision(s) did on the Effective Date. If, after taking
          into account said voided provision(s), the Parties are unable to
          realize the practical economic benefit contemplated on the Effective
          Date, the Parties shall negotiate in good faith to amend this
          Agreement to reestablish the practical economic benefit provided the
          Parties on the Effective Date.

    14.14 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS
          RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
          AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
          WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR
          OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE,
          OR CLAIMS OF CUSTOMERS OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH
          OR OTHER DAMAGES.

    14.15 Applicable Law. This Agreement shall be governed by and interpreted in
          accordance with the laws of the State of Delaware without reference to
          its conflicts of laws provisions.

    14.16 Advice of Counsel. BMS and 3DP have each consulted with counsel of
          their choice regarding this Agreement, and each acknowledges and
          agrees that this Agreement shall not be deemed to have been drafted by
          one Party or another and will be construed accordingly.

    14.17 Counterparts. This Agreement may be executed in counterparts, or
          facsimile versions, each of which shall be deemed to be an original,
          and both of which together shall be deemed to be one and the same
          agreement.


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       32
<PAGE>

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers as of the date first above written,
each copy of which shall for all purposes be deemed to be an original.



3-DIMENSIONAL PHARMACEUTICALS, INC.            BRISTOL-MYERS SQUIBB COMPANY

By:  /s/ David C. U'Prichard                   By:   /s/ Marilyn Hartig

Name:  David C. U'Prichard, Ph.D.              Name:  Marilyn Hartig, Ph.D.

Title: Chief Executive Officer                 Title:  VP, External Sciences
                                                        & Technology

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       33
<PAGE>

                                   EXHIBIT A

                      DIRECTED DIVERSITY(R) PATENT RIGHTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Patent No.         Issue Date

   SKGF Ref.                         Title                        Serial           Filing       (if applicable)         (if
                                                                  Number            Date                             applicable)

-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                             <C>            <C>            <C>                  <C>
 1503.0010000     System and Method of Automatically              08/306,915     09/16/94       5,463,564            10/31/95
                  Generating Chemical Compounds with Desired
                  Properties

-----------------------------------------------------------------------------------------------------------------------------------
 1503.0010001     System and Method  of Automatically             08/535,822     09/28/95       5,574,656            11/12/96
                  Generating Chemical Compounds with Desired
                  Properties

-----------------------------------------------------------------------------------------------------------------------------------
 1503.0010002     System and Method of Automatically              08/698,246     08/15/96       5,684,711            11/04/97
                  Generating Chemical Compounds with Desired
                  Properties

-----------------------------------------------------------------------------------------------------------------------------------
 1503.0010003     System, Method and Computer Program             08/904,737     08/01/97       5,901,069            05/04/99
                  Product for At Least Partially
                  Automatically Generating Chemical
                  Compounds with Desired Properties From a
                  List of Potential Chemical Compounds to
                  Synthesize

-----------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

-----------------------------------------------------------------------------------------------------------------------------------
 1503.001AU00     System and Method of Automatically              36280/95       09/11/95       688598               09/17/98
                  Generating Chemical Compounds with Desired
                  Properties

----------------------------------------------------------------------------------------------------------------------------------
 1503.001AU10     System and Method of Automatically              71886/98       01/12/98       710152               01/20/00
                  Generating Chemical Compounds with Desired
                  Properties

----------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

----------------------------------------------------------------------------------------------------------------------------------
 1503.001EP00     System and Method of Automatically              95933748.6     09/11/95       0781436              07/02/97
                  Generating Chemical Compounds with Desired                                    (Published)          (Publication
                  Properties                                                                                         date)

----------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

----------------------------------------------------------------------------------------------------------------------------------
 1503.001IL00     System and Method of Automatically              115292         09/14/95       115292               10/28/99
                  Generating Chemical Compounds with Desired
                  Properties

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       34
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Patent No.         Issue Date

   SKGF Ref.                         Title                        Serial           Filing       (if applicable)         (if
                                                                  Number            Date                             applicable)

-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                             <C>            <C>            <C>                  <C>
 1503.001IL10     Computer Based System and Method of             125017         06/19/98       125017               10/28/99
                  Automatically Generating Chemical Compounds

-----------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

-----------------------------------------------------------------------------------------------------------------------------------
 1503.001JP00     System and Method of Automatically              510247/1996    09/11/95       505832/1998          06/09/98
                  Generating Chemical Compounds with Desired                                    (Published)         (Publication
                  Properties                                                                                         date)

----------------------------------------------------------------------------------------------------------------------------------
 1503.001PC00     System and Method of Automatically              PCT/US95/      09/11/95       WO 96/08781          03/21/96
 (Now in Nat      Generating Chemical Compounds with Desired
 Phase)           Properties                                      11365                         (Published)         (Publication
                                                                                                                     date)

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

 ---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

----------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

----------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
  [**]            [**]                                            [**]           [**]
</TABLE>

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       35
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Patent No.         Issue Date

   SKGF Ref.                         Title                        Serial           Filing       (if applicable)         (if
                                                                  Number            Date                             applicable)

-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                             <C>            <C>            <C>                  <C>
 1503.020EP01     System, Method and Computer Program             97948320.3     11/04/97       0935784              08/18/99
                  Product for Identifying Chemical Compounds                                    (Published)          (Publication
                  Having Desired Properties                                                                          date)

----------------------------------------------------------------------------------------------------------------------------------
 1503.020EP02     System, Method, and Computer Program            97946679.4     11/04/97       0935789              08/18/99
                  Product for the Visualization and                                             (Published)          (Publication
                  Interactive Processing and Analysis of                                                              date)
                  Chemical Data

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 1503.020PC01     System, Method and Computer Program             PCT/US97/      11/04/97       WO 98/20437          05/14/98
 (Now in Nat      Product for Identifying Chemical Compounds      20918                         (Published)          (Publication
 Phase)           Having Desired Properties                                                                          date)

---------------------------------------------------------------------------------------------------------------------------------
 1503.020PC02     System, Method, and Computer Program            PCT/US97/      11/04/97       WO 98/20459          05/14/98
 (Now in Nat      Product for the Visualization and               20919                         (Published)          (Publication
 Phase)           Interactive Processing and Analysis of                                                             date)
                  Chemical Data

---------------------------------------------------------------------------------------------------------------------------------
 1503.020PC03     System, Method, and Computer Program            PCT/US99/      05/07/99       WO 99/57686          11/11/99
                  Product for Representing Proximity Data in      09963                         (Published)          (Publication
                  A Multi-dimensional Space                                                                          date)

----------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]                                            [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]             [**]


----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Exhibit A

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       36
<PAGE>

                                   EXHIBIT B

                          THERMOFLUOR(R)PATENT RIGHTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Patent No.         Issue Date

   SKGF Ref.                         Title                        Serial           Filing       (if applicable)         (if
                                                                  Number            Date                             applicable)

-----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                        <C>            <C>            <C>                  <C>
 1503.0110001          Microplate Thermal Shift Assay for         08/853,464     05/09/97       6,020,141            02/01/00
                       Ligand Development and
                       Multi-variable Protein Chemistry
                       Optimization

---------------------------------------------------------------------------------------------------------------------------------
 1503.0110002          Microplate Thermal Shift Assay for         08/853,459     05/09/97       6,036,920            03/14/00
                       Ligand Development and
                       Multi-variable Protein Chemistry
                       Optimization

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]

--------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

--------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 1503.011EP03          Microplate Thermal Shift Assay and         97927628.4     05/09/97       0914608              05/12/99
                       Apparatus for Ligand Development                                         (Published)          (Publication
                       and Multi-variable Protein                                                                     date)
                       Chemistry Optimization
</TABLE>

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       37
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Patent No.         Issue Date

   SKGF Ref.                         Title                        Serial           Filing       (if applicable)         (if
                                                                  Number            Date                             applicable)

-----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                       <C>            <C>            <C>                  <C>
 1503.011HU03          Microplate Thermal Shift Assay and         P9902418       05/09/97       P9902418             11/29/99
                       Apparatus for Ligand Development                                         (Published)          (Publication
                       and Multi-variable Protein                                                                    date)
                       Chemistry Optimization

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 1503.011PC03          Microplate Thermal Shift Assay and         PCT/US97/08    05/09/97       WO 97/42500          11/13/97
                       Apparatus for Ligand Development           154                           (Published)          (Publication
                       and Multi-variable Protein                                                                    date)
                       Chemistry Optimization

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]

---------------------------------------------------------------------------------------------------------------------------------
 1503.031PC01          High Throughput Method for                 PCT/US98/24    11/12/98       WO 99/24050          05/20/99
 (Now in Nat Phase)    Functionally Classifying Proteins          035                           (Published)          (Publication
                                                                                                                     date)

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
 [**]                  [**]                                       [**]           [**]

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       38
<PAGE>

                                   EXHIBIT C

                             RESEARCH PLAN OUTLINE

  [**]







** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       39
<PAGE>

                                   Exhibit C

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                             [**]                [**]                [**]

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--------------------------------------------------------------------------------
   [**]   [**]         7/2

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   [**]    [**]                          9/18

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   [**]    [**]                                    11/9

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   [**]   [**]

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   [**]   [**]

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


** Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

                                       40
<PAGE>

                               DISCOVERWORKS(TM)
                  NONEXCLUSIVE LICENSE AND PURCHASE AGREEMENT

THIS DISCOVERWORKS(TM) NONEXCLUSIVE LICENSE AND PURCHASE AGREEMENT is made as of
July 7, 2000, by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware
corporation having its principal place of business at Eagleview Corporate
Center, 665 Stockton Drive, Suite 104, Exton, PA 19341 ("3DP"), and Bristol-
Myers Squibb Company, a Delaware corporation having its principal place of
business at Route 206 & Province Line Road, P.O. Box 4000, Princeton, New Jersey
08543 ("BMS").  Either 3DP or BMS may be referred to herein as a "Party" or,
collectively, they may be referred to as the "Parties."

                                   RECITALS
                                   --------

WHEREAS, 3DP has developed and patented certain technology known as
DirectedDiversity(R), which generates and identifies chemical compounds having
desired biological, chemical and other properties;

WHEREAS, 3DP has developed and patented certain technology and processes known
as ThermoFluor(R) Protein Characterization and Screening Technology, which
provides a useful readout for target characterization and compound library
screening;

WHEREAS, BMS is engaged in research and development of biologically active
compounds for the treatment of human disease;

WHEREAS, BMS wishes to license certain DirectedDiversity(R) patent rights and
ThermoFluor(R) technology from 3DP for DiscoverWorks(TM), on a nonexclusive
basis;

WHEREAS, BMS also wishes to purchase from 3DP certain ThermoFluor(R)
instruments; and

WHEREAS, the Parties desire to enter into this Agreement to set forth the
licensing and purchase terms for such rights;

NOW, THEREFORE, in consideration of the various promises and undertakings set
forth herein, and intending to be legally bound, the Parties agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS

The terms in this Agreement with initial letters capitalized, whether used in
the singular or the plural, shall have the meaning set forth below or, if not
listed below, the meaning designated in places throughout this Agreement.

     1.1  "Affiliate" means with respect to either Party, any corporation or
          other business entity, which controls, is controlled by, or is under
          common control with such

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       2
<PAGE>

          Party. A corporation or other entity shall be regarded as in control
          of another corporation or entity if it owns or directly or indirectly
          controls at least fifty (50%) of the voting stock or other ownership
          interest of the other corporation or entity (or alternatively, if it
          owns the maximum such ownership interest permitted by law), or if it
          possesses, directly or indirectly, the power to direct or cause the
          direction of the management and policies of the corporation or other
          entity or the power to elect or appoint at least fifty (50%) of the
          members of the governing body of the corporation or other entity.

     1.2  "Agreement" means this DiscoverWorks(TM) Nonexclusive License and
          Purchase Agreement including its Exhibits, as may be amended from time
          to time.

     1.3  "BMS Site" means only (a) the BMS pharmaceutical research and
          development facilities located in Lawrenceville, New Jersey, U.S.A.;
          Hopewell, New Jersey, U.S.A.; Wallingford, Connecticut, U.S.A.;
          Candiac, Quebec, Canada; (b) [**].

     1.4  "Collaboration Agreement" means the DiscoverWorks(TM) Drug Discovery
          Collaboration Agreement entered into between the Parties and dated of
          even date herewith.

     1.5  "Confidential Information" means all technical and/or commercial
          information that has or could have commercial value or other utility
          in a Party's business, or the unauthorized disclosure of which could
          be detrimental to the Party's interests, including information,
          inventions, data, and materials relating to the DirectedDiversity(R)
          Patent Rights or to the ThermoFluor(R) Technology, and Know-how, and
          shall include, without limitation, whether in oral, written, graphic
          or electronic form, research, technical, manufacturing, marketing,
          financial, personnel and other business information and plans;
          chemical, pharmacological, toxicological, clinical, analytical and
          quality control data; case report forms, data and analysis; and
          reports or summaries and information contained in and submissions to
          and information from ethical committees and regulatory authorities,
          except to the extent that the Party receiving the Confidential
          Information (the "Receiving Party") from the other Party (the
          "Disclosing Party") can establish that such Confidential Information:
          (a) was already known to the Receiving Party, other than under a
          continuing obligation of confidentiality to the Disclosing Party; (b)
          was generally available to the public or otherwise part of the public
          domain at the time of its disclosure to the Receiving Party; (c)
          became generally available to the public or otherwise part of the
          public domain after its original disclosure to the Receiving Party,
          and other than through any act or omission of the Receiving Party in
          breach of this Agreement; (d) was subsequently lawfully disclosed to
          the Receiving Party by a Third Party; (e) can be shown by written
          records to have been independently developed by or for the Receiving
          Party without benefit of the Confidential Information received from
          the Disclosing Party, and without breach of any of the provisions of
          this Agreement;

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       3
<PAGE>

          or (f) the Disclosing Party has specifically agreed, in writing, that
          the Receiving Party may disclose such Confidential Information.

     1.6  "DirectedDiversity(R) Field" means the research, development and
          commercialization of chemical compounds for use in pharmaceutical and
          diagnostic products.

     1.7  "DirectedDiversity(R) Patent Rights" means 3DP's U.S. and Canadian
          patent applications or issued patents, as well as those for one or
          more countries of the European Patent Community, all of which are
          identified in EXHIBIT A, including any divisionals, continuations,
          reissues, and reexaminations thereof, any patents issuing therefrom,
          and any extensions and supplementary protection certificates based
          thereon.

     1.8  "DiscoverWorks"(TM) means the technology platform consisting of the
          DirectedDiversity(R) Patent Rights and the ThermoFluor(R) Technology.

     1.9  "Effective Date" means the later of: (a) the date of this Agreement as
          set forth above; or (b) the date which all of the following documents
          between the Parties have been executed: this Agreement, the GPCR
          License and User Agreement, the DiscoverWorks(TM) Drug Discovery
          Collaboration Agreement, and the PERT Internal Use License and Option
          Agreement.

     1.10 "FTE" means a full time equivalent scientific employee (i.e., one
          full-time, or multiple part-time employees aggregating to one full-
          time employee) employed by 3DP and assigned to work on the development
          of or training on Instruments with such time and effort to constitute
          one employee working on development of or training on Instruments on a
          full time basis consistent with normal business and scientific
          practice (at least forty (40) hours per week of dedicated effort; on
          an annual basis, such weekly effort for at least forty-eight (48)
          weeks per year). In no event, does an FTE include a subcontractor.

     1.11 "Improvement" means any inventions and/or discoveries that result in
          improvements or enhancements to the ThermoFluor(R) Technology or to
          previous Improvements, made by 3DP or BMS, whether patented or
          unpatented, conceived or first reduced to practice during the term of
          this Agreement.

     1.12 "Instrument" means a ThermoFluor(R) I Instrument or a ThermoFluor(R)
          II Instrument, or any successor to or modification of either.

     1.13 "Intellectual Property" means any and all patents, copyrights, design
          rights, mask work rights, trademarks, service marks, as well as any
          registrations and applications to register any such rights, rights in
          the nature of any of the aforementioned rights, trade secrets, Know-
          how, and any other intellectual or

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       4
<PAGE>

          industrial property rights of any kind whatsoever in the United
          States, Canada or the European Patent Community.

     1.14 "Know-how" means unpatented technical and other information which is
          not in the public domain, including information comprising or relating
          to concepts, discoveries, inventions, data, designs, formulae, ideas,
          methods, models, assays, research plans, procedures, designs for
          experiments and tests, and results of experimentation and testing
          (including results of research or development), processes (including
          manufacturing processes, specifications and techniques), and
          laboratory records.

     1.15 "Manufactured Cost" shall mean the fully-allocated standard cost of:
          (i) the direct raw materials cost of materials actually used in the
          manufacture of an Instrument; (ii) the direct labor cost for producing
          the Instrument; (iii) the direct operating costs of buildings,
          resources and equipment dedicated to, as well as allocated
          depreciation and repairs and maintenance for the building and
          equipment actually used in, such production; and (iv) any quality and
          in-process control in producing the Instrument.

     1.16 "Object Code" means machine-executable computer software code in
          binary form.

     1.17 "Scriptgen Patent Rights" means the U.S. and Canadian patent
          applications or issued patents as well as those for one or more
          members of the European Patent Community, all of which are identified
          in EXHIBIT B, including any divisionals, continuations, continuations-
          in-part, reissues, reexaminations and renewals thereof, any patents
          issuing therefrom, and extensions and supplementary protection
          certificates based thereon, filed or granted to Scriptgen
          Pharmaceuticals, Inc.

     1.18 "Source Code" means computer software source code for the
          ThermoFluor(R) Software.

     1.19 "ThermoFluor(R) Field" means the research, development and
          commercialization of chemical compounds for use in therapeutic and
          diagnostic products, except that during the period from the Effective
          Date until[**], it shall not include the use of any proteins to
          discover or develop a drug that exerts a therapeutic effect in[**],
          nor include other [**] targets, except in connection with Improved
          Hits, as defined in the Collaboration Agreement.

     1.20 "ThermoFluor(R) I Instrument" means the current production format
          instrument produced by 3DP and/or contractors (or such modifications
          or improvements developed and implemented by 3DP prior to the initial
          installations at BMS), based on [**] well sample plates, and requiring
          approximately [**] hours to cycle each plate.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       5
<PAGE>

     1.21 "ThermoFluor(R) II Instrument" means an instrument that produces:

               (a)   detection sensitivity and intraplate detection precision at
                     least equivalent to the performance of ThermoFluor(R) I
                     Instruments;

                (b)  support for reading [**] microtitre plates, allowing a
                     [**];

                (c)  approximately a [**] decrease in target protein consumption
                     per well relative to ThermoFluor(R) I Instruments; and

                (d)  a remote communications interface and a mechanical
                     interface which will allow integration with a plate stacker
                     or a larger automated screening system.

     1.21 "ThermoFluor(R) Patent Rights" means 3DP's U.S., Canadian and European
          Patent Community ("EPC") patent applications or patents issued in the
          United States, Canada, and one or more countries of the EPC, as
          identified in EXHIBIT C, including any divisionals, continuations,
          reissues and reexaminations thereof, any patents issuing therefrom,
          and extensions based thereon.

     1.22 "ThermoFluor(R) Software" means computer Object Code required for
          processing raw fluorescent image data and reducing such data to
          protein melting point values and melting point shifts, associated
          thermodynamic parameters, and ligand binding constants and includes a
          Graphical User Interface for setting experimental run parameters
          (unless otherwise implemented through a programmable logic controller
          integrated as part of the Instruments) and flexibly viewing and
          manipulating data, and runs in a Windows NT Environment and writes
          output data tables.

     1.23 "ThermoFluor(R) Technology" means the ThermoFluor(R) Patent Rights,
          the ThermoFluor(R) Software, the proprietary 3DP Know-how used to
          evaluate ligand-binding parameters, and other Intellectual Property
          related thereto.

     1.24 "Third Party" means any person or entity other than a Party or any of
          its Affiliates.

     1.25 "Update" means any bug fix, improvement, enhancement, update or
          upgrade, and any successor version of the ThermoFluor(R) Software
          created by 3DP in the normal course of its business.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       6
<PAGE>

                                   ARTICLE 2

                      DIRECTEDDIVERSITY(R) PATENT LICENSE

     2.1  Nonexclusive DirectedDiversity(R) Patent License. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive,
          nonroyalty-bearing license at the BMS Sites under the
          DirectedDiversity(R) Patent Rights solely in direct support of BMS's
          and its Affiliates' internal pharmaceutical research and development
          activities in the DirectedDiversity(R) Field [**].

     2.2  Limitations on DirectedDiversity(R) Patent Rights License Grant.
          Including, without limitation, in connection with activities expressly
          permitted under Section 2.1:

          2.2.1  BMS and its Affiliates may not operate under the
                 DirectedDiversity(R) Patent Rights on behalf of any Third
                 Parties such as, for example, in connection with providing
                 research or development services to any Third Party on a
                 contractual basis;

          2.2.2  Subject to the provisions of Section 12.4, BMS and its
                 Affiliates may not assign or sublicense its license to the
                 DirectedDiversity(R) Patent Rights to any Third Party; and

          2.2.3  BMS and its Affiliates may not provide services to any Third
                 Party with respect to DirectedDiversity(R) Patent Rights.

     2.3  3DP Retained Rights. Any rights of 3DP not expressly granted to BMS
          and its Affiliates under the provisions of this Article 2 shall be
          retained by 3DP, including, without limitation, 3DP's right to exploit
          the DirectedDiversity(R) Patent Rights for any application within or
          outside the DirectedDiversity(R) Field.

     2.4  License Fee.

          2.4.1  In consideration of the license grants provided for in this
                 Article 2 for the four named BMS Sites[**], BMS agrees to pay
                 to 3DP a nonrefundable license fee of [**] within thirty (30)
                 days of the Effective Date.

          2.4.2  In consideration of the license grants provided for in this
                 Article 2 for[**], BMS shall pay to 3DP a nonrefundable license
                 fee of [**] within thirty (30) days of BMS notifying 3DP that
                 it intends to practice the DirectedDiversity(R) Patent Rights
                 at such BMS Site.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       7
<PAGE>

                                   ARTICLE 3

                                  INSTRUMENTS

     3.1  ThermoFluor(R) I Instruments.

          3.1.1  BMS will purchase, within [**] of the Effective Date, at least
                 [**] ThermoFluor(R) I Instruments from 3DP, [**].

          3.1.2  The cost per ThermoFluor(R) I Instruments shall be indexed
                 annually to the U.S. Consumer Price Index (CPI) and adjusted
                 for each ThermoFluor(R) Instrument ordered beginning with the
                 first quarter of the year 2001.

          3.1.3  3DP shall, at BMS's request, deliver up to the first [**] of
                 such purchased ThermoFluor(R) I Instruments within [**] from
                 the date such ThermoFluor(R) I Instruments are ordered.
                 Additional ThermoFluor(R) I Instruments shall be delivered to
                 BMS on a schedule mutually agreed upon by the Parties after
                 such [**] period.

     3.2  ThermoFluor(R) II Instruments.

          3.2.1  BMS may purchase ThermoFluor(R) II Instruments from 3DP at
                 3DP's Manufactured Cost of each ThermoFluor(R) II Instrument,
                 plus [**], per ThermoFluor(R) II Instrument.

          3.2.2  As of the Effective Date of the Agreement, pursuant to the
                 terms of the Collaboration Agreement, [**]. These services
                 shall be compensated by BMS, as provided in the Collaboration
                 Agreement.

          3.2.3  ThermoFluor(R) II Instruments shall be delivered to BMS on a
                 schedule mutually agreed upon by the Parties.

     3.3  Other Instruments. BMS shall have the right to define criteria and/or
          specifications to 3DP for an Instrument that is neither strictly a
          ThermoFluor(R) I Instrument nor strictly a ThermoFluor(R) II
          Instrument, and if 3DP is able to provide such an Instrument, the
          parties will negotiate in good faith on a price and delivery schedule
          that will apply to such an Instrument.

     3.4  Fees.

          3.4.1  In consideration of the rights granted in this Article 3 for
                 the BMS Sites described in Sections 1.3(a) and 1.3(b), BMS
                 agrees to pay to 3DP a nonrefundable fee of [**] within thirty
                 (30) days of the Effective Date.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       8
<PAGE>

          3.4.2  In consideration of the rights granted in this Article 3 for
                 each BMS Site described in Section 1.3(c), BMS shall pay to 3DP
                 a nonrefundable fee of [**] within thirty (30) days of the
                 Effective Date.

          3.4.3  If BMS purchases more than [**] Instruments, BMS shall pay 3DP
                 an additional fee of [**] per Instrument, for each Instrument
                 purchased beyond the initial [**] Instruments.

          3.4.4  BMS may request that 3DP supply integrated sample handling
                 robotics for Instruments sold to BMS. Supply by 3DP of
                 integrated sample handling robotics for any Instrument shall be
                 at an agreed upon cost for each Instrument.

     3.5  [**]

     3.6  Nonexclusive ThermoFluor(R) Technology License. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive,
          nonroyalty-bearing license at the BMS Sites under: (a) the
          ThermoFluor(R) Technology and (b) any Improvements to the
          ThermoFluor(R) Technology or any Improvements thereto made by or for
          3DP [**], and under all patent, copyright, trademark, trade secret and
          other Intellectual Property rights inherent therein and appurtenant
          thereto; which license shall be solely for BMS's and its Affiliates'
          internal business purposes of using the Instruments within, and
          subject to the use restrictions in, the ThermoFluor(R) Field [**].

     3.7  Grantback Rights to Improvements to the ThermoFluor(R) Technology. For
          a period of [**] from the Effective Date, BMS and its Affiliates agree
          that each will promptly make full written disclosure to 3DP of any and
          all Improvements that BMS or its Affiliates conceives or makes or has
          made to the ThermoFluor(R) Technology and to any Improvements thereto.
          BMS and its Affiliates hereby grant to 3DP, or its designee, a semi-
          exclusive (exclusive except as to BMS and its Affiliates), perpetual,
          non-royalty-bearing license, including the right to transfer and
          sublicense such license, to all of BMS's and its Affiliates' worldwide
          right, title, and interest in and to any and all Improvements, solely
          for use with applications involving ThermoFluor(R) Technology and/or
          Instruments, and under all patent, copyright, trademark, trade secret
          and other Intellectual Property rights inherent therein and
          appurtenant thereto.

     3.8  Transfer of Improvements to BMS. For a period of [**] after the
          Effective Date, 3DP agrees that it will promptly make full written
          disclosure to BMS of any and all Improvements that 3DP conceives or
          makes or has made to the ThermoFluor(R) Technology and to any
          improvements thereto and/or which 3DP has the right to provide
          hereunder, and 3DP will facilitate the transfer of such

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       9
<PAGE>

          Improvements to BMS. Such transfer shall occur no later than six (6)
          months after such Improvements have been validated by 3DP.

     3.9  Ownership; 3DP Retained Rights.  3DP shall solely (as to BMS) own all
          Intellectual Property rights in the ThermoFluor(R) Technology and
          Improvements it makes or has made or receives rights thereto (other
          than to Improvements made exclusively by BMS or jointly by BMS and
          3DP).  BMS does not acquire any rights in the ThermoFluor(R)
          Technology or Improvements made exclusively by 3DP thereto, other than
          those license rights expressly specified in this Agreement.  Any
          Improvement made jointly by 3DP and BMS shall be owned jointly by 3DP
          and BMS.

     3.10 Nonexclusive Scriptgen Patent Rights Sublicense. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive, non-
          royalty-bearing sublicense at the BMS Sites under the Scriptgen Patent
          Rights solely for BMS's and its Affiliates' internal business purposes
          of using the Instruments within, and subject to the use restrictions
          in, the ThermoFluor(R) Field [**].

     3.11 Limitations on ThermoFluor(R) Technology License and the Scriptgen
          Patent Rights Sublicense. Except as permitted under Sections 3.5 and
          3.9:

          3.11.1  BMS and its Affiliates may not operate under the
                  ThermoFluor(R) Technology and/or the Scriptgen Patent Rights
                  on behalf of any Third Party, such as, for example, in
                  connection with providing research or development services to
                  any Third Party on a contractual basis.

          3.11.2  BMS and its Affiliates may not sublicense or assign the
                  Scriptgen Patent Rights and may not transfer or share the
                  ThermoFluor(R) Technology with any Third Party.

          3.11.3  BMS and its Affiliates may not provide services to any Third
                  Party with respect to the ThermoFluor(R) Technology or the
                  Scriptgen Patent Rights.

          3.11.4  Notwithstanding the purchase of the Instruments or the license
                  grants in Sections 3.5 and 3.9, in no event shall BMS or its
                  Affiliates be permitted to use the Instruments, the
                  ThermoFluor(R) Technology or the Scriptgen Patent Rights with
                  any [**].

          3.11.5  No rights to manufacture, modify or develop Instruments are
                  granted by this Agreement.

     3.12 ThermoFluor(R) Software Restrictions. Except as may be permitted
          pursuant to the terms of the escrow agreement entered into among 3DP,
          BMS and the Escrow Agent pursuant to Section 4.4, BMS shall not: (a)
          exceed the scope of the license

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      10
<PAGE>

          granted in this Article 3; (b) reverse engineer, decompile,
          disassemble or otherwise attempt to learn the source code, structure,
          algorithms or ideas underlying the ThermoFluor(R) Software; (c) tamper
          with, alter, adjust, add to, copy or disseminate the ThermoFluor(R)
          Software; (d) modify, translate or create derivative works based on
          the ThermoFluor(R) Software without the prior written consent of 3DP;
          (e) possess or use the ThermoFluor(R) Software or any portion thereof,
          other than in machine-readable Object Code; or (f) remove any
          copyright, trademark, patent or other proprietary notices which appear
          on the ThermoFluor(R) Software or copies thereof.

     3.13 Packaging and Delivery.

          3.13.1  Unless BMS reasonably requests otherwise, all Instruments
                  purchased by BMS shall be packed for shipment and stored in
                  accordance with 3DP's then-standard commercial practices. It
                  is BMS's obligation to notify 3DP of any special packaging
                  requirements, which requirements 3DP shall use reasonable
                  efforts to comply with at BMS's sole expense.

          3.13.2  All deliveries of the Instruments by 3DP to BMS under this
                  Agreement shall be F.O.B., 3DP's distribution center for the
                  Instruments. Title and risk of loss, delay or damage shall
                  pass from 3DP to BMS at the time of delivery of each shipment
                  of the Instruments to the originating carrier at 3DP's
                  manufacturing or storage facility. Deliveries will be made
                  "Freight Collect" with all freight insurances, duties,
                  customs, import fee, brokerage charges, documentation, and
                  related costs to be paid by BMS.

          3.13.3  Upon receipt of each Instrument, BMS agrees to inspect,
                  promptly and thoroughly, such Instruments for any damage or
                  defects in materials and workmanship. In the event that any
                  Instrument is damaged or contains defects in materials or
                  workmanship, BMS shall promptly provide 3DP with written
                  notice thereof. Such notice must be received by 3DP within
                  thirty (30) business days after the date BMS receives the
                  Instruments and must specify, with particularity, the manner
                  in which the Instrument is damaged or defective. In the
                  absence of such notification within said period of time, BMS
                  shall be deemed to have accepted the Instruments as undamaged
                  and without defects, and all claims with respect thereto,
                  except for claims of defects that could not reasonably have
                  been discovered by a thorough inspection of the Instruments,
                  shall be deemed waived by BMS, irrespective of whether the
                  facts giving rise to such claims shall have been discovered.

          3.13.4  Notwithstanding anything to the contrary in this Agreement or
                  otherwise, BMS's sole remedy and 3DP's sole responsibility
                  with respect to any Instrument that is damaged or defective,
                  as a result of any 3DP action or negligence, or any other
                  liability, shall be to repair or replace the damaged

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      11
<PAGE>

                  or defective Instrument, or to refund the price paid by BMS
                  therefor. 3DP shall be obligated to pay for or to reimburse
                  BMS for any freight or insurance costs associated with the
                  return to 3DP of any Instruments that are damaged or
                  defective, provided that such return and the method thereof is
                  authorized in advance by 3DP.

     3.14 Instrument Warranty. 3DP warrants to BMS good title to each Instrument
          at the time of delivery thereof to BMS.

     3.15 Disclaimer.  EXCEPT AS SET FORTH IN SECTION 3.13, 3DP PROVIDES THE
          THERMOFLUOR(R) SOFTWARE AND INSTRUMENTS "AS IS" AND WITHOUT WARRANTY,
          AND 3DP DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR
          REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN),
          INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF
          CONDITION, PERFORMANCE, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT,
          MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR
          NOT 3DP KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE
          IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW,
          BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.

                                   ARTICLE 4

                          OBLIGATIONS OF THE PARTIES

     4.1  Efforts. Each party shall use good faith, commercially-reasonable
          efforts to perform its responsibilities under this Agreement. As used
          herein, the term "commercially-reasonable efforts" will mean efforts
          consistent with such Party's prudent scientific and business judgment
          in accordance with its internal practices as applied to other programs
          of similar scientific and commercial potential.

     4.2  Training; Support; Maintenance. 3DP will provide up to [**] days of
          training, by telephone, or for BMS Sites in the United States,
          personal training at such BMS Site (with BMS promptly reimbursing 3DP
          for out-of-pocket business travel and living expenses related to such
          travel, and scheduling each visit to use at least one full day of
          training at a BMS Site) to BMS per each Instrument purchased by BMS,
          up to a maximum of [**] days, until the [**] anniversary of the
          Effective Date. 3DP will provide additional training and support as
          requested by BMS at a cost to be negotiated by the Parties in good
          faith. The Parties acknowledge that service and maintenance on the
          Instruments purchased by BMS may be provided through a contract with a
          Third Party.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      12
<PAGE>

     4.3  Updates. 3DP shall provide Updates to the ThermoFluor(R) Software to
          BMS without additional charge to BMS, as they are released by 3DP from
          time to time, until the fourth anniversary of the Effective Date.

     4.4  Disclosure of Results; Reports. BMS shall supply to 3DP, at a minimum,
          quarterly written reports presenting a meaningful summary of the work
          performed under the ThermoFluor(R) Technology, as well as with the
          Instruments.

     4.5  Escrow of Source Code. Promptly after the Effective Date, 3DP shall
          deposit with a Third Party, mutually-acceptable to the Parties (the
          "Escrow Agent"), a copy of the ThermoFluor(R) Source Code. Pursuant to
          an agreement to be entered into among 3DP, BMS and the Escrow Agent,
          the Escrow Agent shall release such Source Code to BMS in the event
          3DP: (i) files a petition for bankruptcy; (ii) has such a petition
          filed against it which has not been dismissed within ninety (90) days;
          (iii) becomes insolvent; (iv) makes an assignment for the benefit of
          creditors or other equitable arrangement or composition; (v) ceases
          doing business; or (vi) ceases to support or maintain the
          ThermoFluor(R) Software. 3DP shall bear all costs and expenses with
          respect to such escrow arrangement. Following the initial deposit, 3DP
          shall be obligated to notify BMS of any update to the Source Code held
          in escrow at least every calendar quarter through the fourth
          anniversary of the Effective Date.

                                   ARTICLE 5

                                 PAYMENT TERMS

     5.1  Mode of Payment. All payments to 3DP hereunder shall be made by wire
          transfer of United States Dollars in the requisite amount to such bank
          account as 3DP may designate by timely notice to BMS. Payments shall
          be free and clear of any taxes, fees or charges, to the extent
          applicable.

     5.2  Late Payments. All amounts payable by BMS hereunder, shall be paid by
          BMS to 3DP in full, without any right of set-off or deduction. BMS
          shall pay interest on all amounts past due at the annual rate of one
          percent (1%) over the prime rate of interest reported in The Wall
          Street Journal for the date such amount was due.


                                   ARTICLE 6

                                CONFIDENTIALITY

     6.1  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for ten (10) years thereafter, each Party, as a
          Receiving Party, that receives Confidential Information from the other
          Party, shall keep, and shall take

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      13
<PAGE>

          steps, not fewer than it takes to protects its own valuable,
          proprietary information, and not less than reasonable measures, to
          attempt to ensure that its officers, directors and employees keep,
          confidential, and shall not publish or otherwise disclose, and shall
          not use for any purpose (except as expressly permitted hereunder) any
          Confidential Information (including without limitation, Know-how)
          furnished to it by its Disclosing Party pursuant to this Agreement.

     6.2  Written Assurances and Permitted Uses of Confidential Information.

          6.2.1  The Receiving Party may disclose the Disclosing Party's
                 Confidential Information to the extent the Receiving Party is
                 compelled to disclose such information by a judicial or
                 administrative authority of competent jurisdiction, including
                 but not limited to submitting information to tax authorities or
                 to comply with any discovery or similar request for production
                 of documents in litigation or similar alternative dispute
                 resolution proceedings, provided however, that in such case,
                 the Receiving Party shall timely give notice to the Disclosing
                 Party so that the Disclosing Party may seek a protective order
                 or other remedy from said authority. In any event, the
                 Receiving Party shall disclose only that portion of the
                 Confidential Information that, in the opinion of its legal
                 counsel, is legally required to be disclosed, and will exercise
                 reasonable efforts to ensure that any such information so
                 disclosed will be accorded confidential treatment by said court
                 or tribunal.

          6.2.2  The existence and the terms and conditions of this Agreement
                 which the Parties have not specifically agreed to disclose
                 pursuant to this Section 6.2 shall be treated by each Party as
                 Confidential Information of the other Party.

          6.2.3  To the extent that it is reasonably necessary or appropriate to
                 fulfill its obligations to comply with the rules controlling
                 disclosure of material information during patent examination,
                 either Party may disclose Confidential Information received
                 from the other Party to the United States Patent & Trademark
                 Office or the Canadian or the European Patent Offices.

     6.3  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          financing activities; provided, however, any such recipient of such
          Confidential Information shall agree in writing to keep such terms
          confidential for the same time periods and to an equivalent extent as
          3DP is required to keep Confidential Information confidential under
          this Agreement. Furthermore, BMS acknowledges that 3DP may be
          obligated to disclose terms of this Agreement and make public a copy
          of this Agreement in the event it files a

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      14
<PAGE>

          registration statement with respect to its shares or it becomes a
          public company as required by applicable U.S. law; provided however,
          the terms of this Agreement and the copy submitted to the applicable
          governmental agency shall be redacted such that the extent of any such
          disclosure shall be limited to that which in the reasonable opinion of
          3DP's legal counsel is legally required to be disclosed.

                                   ARTICLE 7

                        PATENT RIGHTS AND INFRINGEMENT

     7.1  DirectedDiversity(R) Patent Rights and ThermoFluor(R) Patent Rights.
          3DP agrees to use commercially-reasonable efforts to prepare, file,
          prosecute and maintain the DirectedDiversity(R) Patent Rights and the
          ThermoFluor(R) Patent Rights, at 3DP's expense, in a manner deemed
          appropriate in 3DP's sole judgment, and use commercially-reasonable
          efforts to decide whether to file, and, if so, to prepare, file,
          prosecute and maintain any jointly-owned patent rights, as anticipated
          in Section 3.8, at equally-shared expense, with due consideration of
          BMS's input, but in a manner deemed appropriate in 3DP's sole
          judgment. 3DP agrees to keep BMS materially advised of the status of
          all relevant DirectedDiversity(R) Patent Rights and the ThermoFluor(R)
          Patent Rights, and jointly-owned patent rights, upon reasonable
          written request from BMS.

     7.2  BMS Patent Rights. BMS agrees to keep 3DP materially advised of the
          status of all patent rights filed by or granted to BMS and/or its
          Affiliates which are based on, derived from, improvements of and/or
          related to DirectedDiversity(R) Patent Rights and/or ThermoFluor(R)
          Technology, and under which 3DP has rights, according to the
          provisions of Section 2.2.

     7.3  Cooperation. Each Party agrees to endeavor in good faith to coordinate
          its efforts with the other Party in order to minimize or avoid
          interference with the patent prosecution or rights of the other Party
          with respect to patent rights under which the other Party has a
          license.

     7.4  Infringement by Third Parties. In the event that BMS becomes aware of
          any infringement by one or more Third Parties of any of the patents
          within DirectedDiversity(R) Patent Rights or within the ThermoFluor(R)
          Patent Rights, or of any rights in the ThermoFluor(R) Software, BMS
          shall promptly notify 3DP. 3DP shall respond to any such infringement
          by Third Parties in a manner deemed appropriate by 3DP, in its sole
          judgment.

     7.5  Third Party Patent Rights.  If any warning letter or other notice of
          infringement is received by a Party, or action, suit or proceeding is
          brought against a Party alleging infringement of a patent of any Third
          Party with respect to operations under the DirectedDiversity(R) Patent
          Rights or the ThermoFluor(R) Technology,

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      15
<PAGE>

          the Parties shall promptly discuss and decide what response is in the
          best interests of the Parties.

                                   ARTICLE 8

                        REPRESENTATIONS AND WARRANTIES

     8.1  Authority. Each Party represents and warrants that it has the full
          right, power and authority to execute, deliver and perform its
          obligations pursuant to this Agreement.

     8.2  No Conflicts.  Each Party represents and warrants that the execution,
          delivery and performance of this Agreement does not conflict with, or
          constitute a breach or default under any of its charter or
          organizational documents, any law, order, judgment or governmental
          rule or regulation applicable to it, or any material agreement,
          contract, commitment or instrument to which it is a party.

     8.3  No Unauthorized Operations Under DirectedDiversity(R) Patent Rights
          and the ThermoFluor(R) Technology. BMS represents and warrants that it
          will not operate, or permit another, about which it has knowledge and
          with which it has a relationship, to operate, under the
          DirectedDiversity(R) Patent Rights or the ThermoFluor(R) Technology at
          any site that is not a BMS Site.

     8.4  Patents. 3DP represents and warrants that Exhibit A and Exhibit C are
          accurate and complete, and identify all patent rights owned by 3DP, as
          of the Effective Date, which are believed necessary for the use of the
          methods and technology claimed in the DirectedDiversity(R) Patent
          Rights and the ThermoFluor(R) Patent Rights, in accordance with the
          licenses granted hereunder. [**].

     8.5  Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTION 3.13, 3DP
          MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR CONDITIONS OF
          ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
          DIRECTEDDIVERSITY(R) PATENT RIGHTS, THE THERMOFLUOR(R) TECHNOLOGY, OR
          THE INSTRUMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE 9

                             TERM AND TERMINATION

     9.1  Term.  This Agreement shall commence upon the Effective Date and shall
          expire upon the expiration of all of the licenses granted in Article 2
          and Article 3.  The license grant to BMS pursuant to Article 2 shall
          terminate upon the expiration or lapse of the last-to-expire
          DirectedDiversity(R) Patent Rights listed in Exhibit A,

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      16
<PAGE>

          and the license grant to BMS pursuant to Article 3 shall terminate
          upon the expiration or lapse of the last-to-expire ThermoFluor(R)
          Patent Rights listed in EXHIBIT C.

     9.2  Termination for Breach. The failure by a Party to comply with any of
          the material obligations contained in this Agreement shall entitle the
          other Party to give notice to the allegedly breaching Party to have
          the default cured. If such default is not cured within sixty (60) days
          after the receipt of such notice, or diligent and ongoing steps are
          not taken to cure, if by its nature such default could not be cured
          within sixty (60) days, the notifying Party shall be entitled, without
          prejudice to any of its other rights conferred on it by this
          Agreement, and in addition to any other remedies that may be available
          to it, to terminate this Agreement, provided, however, that such right
          to terminate shall be stayed in the event that, during such sixty (60)
          day period, the Party alleged to have been in default shall have: (a)
          initiated arbitration in accordance with the provisions of Section
          10.1, below, with respect to the alleged default, and (b) diligently
          and in good faith cooperated in the prompt resolution of such
          arbitration proceedings.

     9.3  No Waiver. The right of a Party to terminate this Agreement, as
          provided in Section 9.2, shall not be affected in any way by its
          waiver or failure to take action with respect to any prior default.

     9.4  Insolvency or Bankruptcy.

          9.4.1  Either Party may, in addition to any other remedies available
                 by law or in equity, terminate this Agreement by written notice
                 to the other Party in the event that the latter Party shall
                 have become insolvent or bankrupt, or shall have an assignment
                 for the benefit of its creditors, or there shall have been
                 appointed a trustee or receiver of the other Party or for all
                 or a substantial part of its property, or any case or
                 proceeding shall have been commenced or other action taken by
                 or against the other Party in bankruptcy or seeking
                 reorganization, liquidation, dissolution, winding-up,
                 arrangement or readjustment of its debts or any other relief
                 under any bankruptcy, insolvency, reorganization or other
                 similar act or law of any jurisdiction now or hereafter in
                 effect, or there shall have been issued a warrant of
                 attachment, execution, distraint or similar process against any
                 substantial part of the property of the other Party, and any
                 such event shall have continued for 90 days undismissed,
                 unbonded and undischarged.

          9.4.2  All rights and licenses granted under or pursuant to this
                 Agreement by BMS or 3DP are, and shall otherwise be deemed to
                 be, for purposes of Section 365(n) of the U.S. Bankruptcy Code,
                 licenses of right to "Intellectual Property," as defined under
                 Section 101 of the U.S. Bankruptcy Code. The Parties agree that
                 the Parties, as licensees of such rights under this Agreement,
                 shall retain and may fully exercise all of their

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      17
<PAGE>

               rights and elections under the U.S. Bankruptcy Code. The Parties
               further agree that, in the event of the commencement of a
               bankruptcy proceeding by or against either Party under the U.S.
               Bankruptcy Code, the Party hereto which is not a party to such
               proceeding shall be entitled to a complete duplicate of (or
               complete access to, as appropriate) any such intellectual
               property and all embodiments of such relevant intellectual
               property, and same, if not already in their possession, shall be
               promptly delivered to them (i) upon any such commencement of a
               bankruptcy proceeding upon their written request therefor, unless
               the Party subject to such proceedings elects to continue to
               perform all of their obligations under this Agreement, or (ii) if
               not delivered under (i) above, upon the rejection of this
               Agreement by or on behalf of the Party subject to such proceeding
               upon written request therefor by a nonsubject Party.

     9.5  Survival of Obligations. The termination or expiration of this
          Agreement shall not relieve the Parties of any obligations accruing
          prior to such termination, and any such termination shall be without
          prejudice to the rights of either Party against the other. The
          provisions of Section 2.3, Section 3.6, Section 3.7, Section 3.8,
          Section 3.13, Section 3.14, Section 4.5, Section 5.2, Article 6,
          Section 8.5, Section 9.5, Article 10, Article 11 and Article 12
          (except Section 12.5) shall survive any termination of this Agreement.

     9.6  Return of Confidential Information. Upon termination of this Agreement
          by 3DP pursuant to Section 9.2 or 9.4, BMS will promptly return all
          3DP Confidential Information related to ThermoFluor(R) Technology
          transferred to it under this Agreement, whether in oral, written,
          graphic or electronic form, and will cease all use of ThermoFluor(R)
          Technology; provided, however, that BMS shall thereafter continue to
          have all rights to use any information or results obtained by BMS from
          its use of ThermoFluor(R) Technology during the term of this
          Agreement, and 3DP will return all BMS Confidential Information
          received hereunder. Notwithstanding the provisions above in Section
          9.6, BMS may retain and use 3DP Confidential Information related to
          ThermoFluor(R) Technology solely with respect to the Instruments it
          has purchased from 3DP hereunder, but not to build or modify any
          Instrument, or any instrument performing the same or similar function
          to an Instrument, and not to disclose to or use such information for
          any Third Party.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      18
<PAGE>

                                   ARTICLE 10

                               DISPUTE RESOLUTION

10.1    Dispute Resolution. Any dispute concerning or arising out of this
        Agreement or concerning the existence or validity hereof, shall be
        determined by the following procedure.

        10.1.1  Both Parties understand and appreciate that their long term
                mutual interest will be best served by affecting a rapid and
                fair resolution of any claims or disputes which may arise out of
                services performed under this Agreement or from any dispute
                concerning the terms of this Agreement. Therefore, both Parties
                agree to use their reasonable best efforts to resolve all such
                disputes as rapidly as practicable on a fair and equitable
                basis. Toward this end, both Parties agree to develop and follow
                a process for presenting, rapidly assessing, and settling claims
                on a fair and equitable basis that takes into account the
                precise subject and nature of the dispute.

        10.1.2  If any dispute or claim arising under this Agreement cannot be
                readily resolved by the Parties pursuant to the process
                described above, then the Parties agree to refer the matter to a
                panel consisting of the Chief Executive Officer of 3DP, and the
                Senior Vice President of Early Discovery and Applied Technology
                for BMS, or a comparable position selected by either Party from
                time to time, for review and a non-binding resolution. A copy of
                the terms of this Agreement, agreed upon facts (and areas of
                disagreement), and concise summary of the basis for each side's
                contentions will be provided to both such representatives who
                shall review the same, confer, and attempt to reach a mutual
                resolution of the issue.

        10.1.3  If the matter has not been resolved utilizing the foregoing
                process, and the Parties are unwilling to accept the non-binding
                decision of the indicated panel, either or both Parties may
                elect to pursue definitive resolution through binding
                arbitration, which the Parties agree to accept in lieu of
                litigation or other legally-available remedies (with the
                exception of injunctive relief where such relief is necessary to
                protect a Party from irreparable harm pending the outcome of any
                such arbitration proceeding). Binding arbitration shall be
                settled in accordance with the Commercial Arbitration Rules of
                the American Arbitration Association by a panel of three
                arbitrators chosen in accordance with these Rules. This
                Agreement shall be governed by and construed in accordance with
                the substantive laws of the State of Delaware, without regard to
                the conflicts of laws provisions of Delaware. The arbitration
                will be held in Wilmington, Delaware. Judgment upon the award
                rendered may be entered in any court having jurisdiction and the
                Parties hereby consent to the said

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      19
<PAGE>

                    jurisdiction and venue, and further irrevocably waive any
                    objection which either Party may have now or hereafter to
                    the laying of venue of any proceedings in said courts and to
                    any claim that such proceedings have been brought in an
                    inconvenient forum, and further irrevocably agree that a
                    judgment or order in any such proceeding shall be conclusive
                    and binding upon the Parties and may be enforced in the
                    courts of any other jurisdiction.

                                   ARTICLE 11

                                INDEMNIFICATION

        11.1    Indemnification of 3DP. BMS shall indemnify and defend 3DP and
                its Affiliates, and the directors, officers, employees, agents
                and counsel of 3DP and such Affiliates, and the successors and
                assigns of any of the foregoing (the "3DP Indemnitees"), and
                hold the 3DP Indemnitees harmless from and against any and all
                losses resulting from any claim, suit or proceeding brought by
                one or more Third Parties against a 3DP Indemnitee, arising from
                or occurring as a result of the operations by BMS under the
                DirectedDiversity(R) Patent Rights or the ThermoFluor(R)
                Technology or use of the Instruments, or the discovery,
                evaluation, manufacture, import, use, offer for sale or sale of
                products developed in whole or in part through the operations by
                BMS under the DirectedDiversity(R) Patent Rights and the
                ThermoFluor(R) Technology or use of the Instruments, except to
                the extent any such claim, suit or proceeding results from the
                breach of any of the provisions of this Agreement, gross
                negligence or willful misconduct of 3DP.

        11.2    Procedure. Any of the 3DP Indemnitees that intends to claim
                indemnification under this Article 11 shall promptly notify BMS
                (the "Indemnitor") in writing of any liability, damage, loss,
                cost and/or expense (including reasonable attorneys' fees)
                arising out of Third Party claims or lawsuits in respect of
                which the 3DP Indemnitee intends to claim such indemnification,
                and shall permit the Indemnitor to assume direction and control
                of the defense of the claim (including the selection of counsel,
                reasonably acceptable to the 3DP Indemnitee, and the right to
                negotiate a settlement, at the discretion of the Indemnitor,
                provided that such settlement does not impose any material
                obligation or detriment on the 3DP Indemnitee), and shall
                cooperate as requested (at the expense of the Indemnitor) in the
                defense of the claim; provided, however, that a 3DP Indemnitee
                shall have the right to retain its own counsel, with the fees
                and expenses to be paid by such 3DP Indemnitee. The failure to
                deliver written notice to the Indemnitor within a reasonable
                time after the commencement of any such action, if prejudicial
                to its ability to defend such action, shall relieve the
                Indemnitor of any liability to the 3DP Indemnitee under this
                Article 11. At the Indemnitor's request, the 3DP Indemnitee
                under this Article 11, and its employees and agents, shall
                cooperate

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      20
<PAGE>

                fully with the Indemnitor and its legal representatives in the
                investigation of any loss covered by this indemnification and
                provide true, correct and complete information with respect
                thereto.

                                  ARTICLE 12

                                 MISCELLANEOUS

        12.1    Entire Agreement. This Agreement, and the DiscoverWorks Drug
                Discovery Collaboration Agreement, the GPCR License And User
                Agreement and the PERT Internal Use License and Option
                Agreement, all entered into simultaneously with this Agreement,
                constitute and contain the entire understanding and agreement of
                the Parties respecting the subject matters of these respective
                agreements, and cancel and supersede any and all prior
                negotiations, correspondence, understandings and agreements
                between the Parties, whether oral or written, regarding such
                subject matters.

        12.2    Further Actions. Each Party agrees to execute, acknowledge and
                deliver such further instruments and to do all such other acts
                as may be necessary or appropriate in order to carry out the
                purposes and intent of this Agreement.

        12.3    Binding Effect. This Agreement and the rights granted herein
                shall be binding upon and shall inure to the benefit of 3DP,
                BMS, and their successors and permitted assigns.

        12.4    Assignment. Neither Party shall assign this Agreement without
                the prior written consent of the other Party; provided, however,
                that either Party may assign this Agreement without the prior
                written consent of the other Party in connection with the sale
                or transfer of substantially all of its assets that relate to
                this Agreement, or in the event of its merger or consolidation
                or change of control or similar transaction. Any permitted
                assignee shall assume all obligations of its assignor under this
                Agreement.

        12.5    Restrictions on Unsolicited Activities. In consideration of the
                licenses granted hereunder, BMS agrees that for the term of this
                Agreement, without the prior written consent of the board of
                directors of 3DP, neither BMS nor any of its respective
                Affiliates (including any person or entity directly or
                indirectly, through one or more intermediaries, controlling one
                of these entities, or controlled by one of these entities or
                under common control with one of these entities) will (i)
                purchase, offer or agree to purchase, or announce an intention
                to purchase, directly or indirectly, any securities or assets of
                3DP; (ii) make, or in any way participate, directly or
                indirectly, in any "solicitation" of "proxies" to vote or
                "consents" (as such terms are used in the rules and regulations
                of the Securities

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      21
<PAGE>

                and Exchange Commission), or seek to advise or influence any
                person with respect to the voting of any voting securities of
                3DP or any Affiliate thereof; (iii) initiate or support,
                directly or indirectly, any stockholder proposal with respect to
                3DP; (iv) directly or indirectly make any public announcement
                with respect to, or submit a proposal for, or offer of (with or
                without conditions) any extraordinary transaction involving 3DP
                or its securities or assets, or any Affiliate thereof, or of any
                successor to or person in control of 3DP or any of its
                businesses, or any assets of 3DP any Affiliate or division
                thereof, or of any such successor or controlling person; or (v)
                form, join or in any way participate in a "group" as defined in
                Section 13(d)(3) of the Exchange Act in connection with any of
                the foregoing. Nothing contained in this Section 12.5 shall
                prohibit the ownership by BMS of up to 1% of any class of
                securities of 3DP which are registered pursuant to the Exchange
                Act.

        12.6    No Implied Licenses. No rights to any other patents, Know-how or
                technical information, or other Intellectual Property rights,
                other than as explicitly identified herein, are granted or
                deemed granted by this Agreement. No right, expressed or
                implied, is granted by this Agreement to a Party to use in any
                manner the name or any other trade name or trademark of the
                other Party in connection with the performance of this
                Agreement.

        12.7    No Waiver. No waiver, modification or amendment of any provision
                of this Agreement shall be valid or effective unless made in
                writing and signed by a duly authorized officer of each Party.
                The failure of either Party to assert a right hereunder or to
                insist upon compliance with any term or condition of this
                Agreement shall not constitute a waiver of that right or excuse
                a similar subsequent failure to perform any such term or
                condition.

        12.8    Force Majeure. The failure of a Party to perform any obligation
                under this Agreement by reason of acts of God, acts of
                governments, riots, wars, strikes, accidents or deficiencies in
                materials or transportation or other causes of a similar
                magnitude beyond its control shall not be deemed to be a breach
                of this Agreement.

        12.9    Independent Contractors. Both Parties are independent
                contractors under this Agreement. Nothing contained in this
                Agreement is intended nor is to be construed so as to constitute
                3DP or BMS as partners or joint venturers with respect to this
                Agreement. Neither Party shall have any express or implied right
                or authority to assume or create any obligations on behalf of or
                in the name of the other Party or to bind the other Party to any
                other contract, agreement, or undertaking with any Third Party.

        12.10   Notices and Deliveries. Any formal notices, request, delivery,
                approval or consent required or permitted to be given under this
                Agreement shall be in writing and shall be deemed to have been
                sufficiently given when it is received, whether

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      22
<PAGE>

                delivered in person, transmitted by facsimile with
                contemporaneous confirmation, delivered by registered letter (or
                its equivalent) or delivered by overnight courier service
                (receipt required), to the Party to which it is directed at its
                address shown below or such other address as such Party shall
                have last given by notice to the other Parties.

                If to BMS:

                Bristol-Myers Squibb Company
                Route 206 & Province Line Road
                P.O. Box 4000
                Princeton, New Jersey 08543
                ATTN:  Vice President and Senior Counsel
                       Pharmaceutical Research Institute


                If to 3DP:                           with a copy to:

                3-Dimensional Pharmaceuticals, Inc.  Morgan, Lewis & Bockius LLP
                Eagleview Corporate Center           502 Carnegie Center
                665 Stockton Drive, Suite 104        Princeton, New Jersey 08540
                Exton, PA  10341
                ATTN: Chief Executive Officer        ATTN: Randall B. Sunberg,
                                                           Esq.

        12.11   Public Announcements. The Parties shall consult with each other
                and reach mutual written agreement before making any public
                announcement concerning this Agreement or its subject matter.
                Notwithstanding the foregoing, the Parties may disclose the
                existence and general nature of this Agreement and may make
                disclosures for purposes of satisfying legal and regulatory
                requirements in accordance with Article 6; however, neither
                Party shall use the name of the other Party for promotional
                purposes.

        12.12   Headings. The captions to the sections in this Agreement are not
                a part of this Agreement, and are included merely for
                convenience of reference only and shall not affect its meaning
                or interpretation.

        12.13   Severability. If any provision of this Agreement becomes or is
                declared by a court of competent jurisdiction to be illegal,
                unenforceable or void, this Agreement shall continue in full
                force and effect without said provision, so long as the
                Agreement, taking into account said voided provision(s),
                continues to provide the Parties with the same practical
                economic benefits as the Agreement containing said voided
                provision(s) did on the Effective Date. If, after taking into
                account said voided provision(s), the Parties are unable to
                realize the practical economic benefit contemplated on the
                Effective Date, the Parties shall negotiate

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      23
<PAGE>

                in good faith to amend this Agreement to reestablish the
                practical economic benefit provided the Parties on the Effective
                Date.

        12.14   No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY
                OF ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY
                OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR
                CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT,
                NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT
                LIMITED TO, LOSS OF PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS
                OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OTHER DAMAGES.

        12.15   Applicable Law. This Agreement shall be governed by and
                interpreted in accordance with the laws of the State of
                Delaware, without reference to its conflicts of laws provisions.

        12.16   Advice of Counsel. BMS and 3DP have each consulted with counsel
                of their choice regarding this Agreement, and each acknowledges
                and agrees that this Agreement shall not be deemed to have been
                drafted by one party or another and will be construed
                accordingly.

        12.17   Counterparts. This Agreement may be executed in counterparts, or
                facsimile versions, each of which shall be deemed to be an
                original, and both of which together shall be deemed to be one
                and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the date first above written,
each copy of which shall for all purposes be deemed to be an original.


3-DIMENSIONAL PHARMACEUTICALS, INC.          BRISTOL-MYERS SQUIBB COMPANY

By:  /s/ David C. U'Prichard                 By:   /s/ Marilyn Hartig

Name:  David C. U'Prichard, Ph.D.            Name:  Marilyn Hartig, Ph.D.

Title: Chief Executive Officer               Title:  VP, External Sciences
                                                      & Technology

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      24
<PAGE>

                                   EXHIBIT A
                      DIRECTED DIVERSITY(R) PATENT RIGHTS

<TABLE>
<CAPTION>
                                                                                               Patent No.         Issue Date
    SKGF Ref.                       Title                  Serial Number    Filing Date     (if applicable)    (if applicable)
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                    <C>             <C>             <C>                 <C>
1503.0010000        System and Method of Automatically         08/306,915        09/16/94     5,463,564          10/31/95
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010001        System and Method  of Automatically        08/535,822        09/28/95     5,574,656          11/12/96
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010002        System and Method of Automatically         08/698,246        08/15/96     5,684,711          11/04/97
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010003        System, Method and Computer Program        08/904,737        08/01/97     5,901,069          05/04/99
                    Product for At Least Partially
                    Automatically Generating Chemical
                    Compounds with Desired Properties
                    From a List of Potential Chemical
                    Compounds to Synthesize
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
1503.001EP00        System and Method of Automatically         95933748.6        09/11/95     0781436            07/02/97
                    Generating Chemical Compounds with                                        (Published)        (Publication
                    Desired Properties                                                                           date)
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
1503.020EP01        System, Method and Computer Program        97948320.3        11/04/97     0935784            08/18/99
                    Product for Identifying Chemical                                          (Published)        (Publication
                    Compounds Having Desired Properties                                                          date)
------------------------------------------------------------------------------------------------------------------------------
1503.020EP02        System, Method, and Computer Program       97946679.4        11/04/97     0935789            08/18/99
                    Product for the Visualization and                                         (Published)        (Publication
                    Interactive Processing and Analysis                                                          date)
                    of Chemical Data
</TABLE>

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      25
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
1503.020PC03        System, Method, and Computer Program   PCT/US99/09963       05/07/99       WO 99/57686       11/11/99
                    Product for Representing Proximity                                         (Published)       (Publication
                    Data in A Multi-dimensional Space                                                            date)
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                    <C>                  <C>            <C>               <C>
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit A

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      26
<PAGE>

                                   EXHIBIT B

                            Scriptgen Patent Rights
                            -----------------------

United States Patent No. 5, 585, 277

United States Patent No. 5, 679, 582

International Patent Application PCT/US96/19698


**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission


                                      27
<PAGE>

                                   EXHIBIT C
                         THERMOFLUOR(R) PATENT RIGHTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Patent No.       Issue Date
      SKGF Ref.                           Title                        Serial Number  Filing Date  (if applicable)   (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                <C>            <C>          <C>               <C>
1503.0110001        Microplate Thermal Shift Assay for Ligand          08/853,464     05/09/97     6,020,141         02/01/00
                    Development and Multi-variable Protein Chemistry
                    Optimization
------------------------------------------------------------------------------------------------------------------------------------
1503.0110002        Microplate Thermal Shift Assay for Ligand          08/853,459     05/09/97     6,036,920         03/14/00
                    Development and Multi-variable Protein Chemistry
                    Optimization
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
1503.011EP03        Microplate Thermal Shift Assay and Apparatus for   97927628.4     05/09/97     0914608           05/12/99
                    Ligand Development and Multi-variable Protein                                  (Published)       (Publication
                    Chemistry Optimization                                                                           date)
 -----------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
1503.031PC01        High Throughput Method for Functionally            PCT/US98/24035 11/12/98     WO 99/24050       05/20/99
(Now in Nat Phase)  Classifying Proteins                                                           (Published)       (Publication
                                                                                                                     date)
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      28
<PAGE>

                                  EXHIBIT D.1

[**]


                                  EXHIBIT D.2

[**]


**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      29
<PAGE>

                        GPCR LICENSE AND USER AGREEMENT

THIS GPCR LICENSE AND USER AGREEMENT is made and entered into as of July 7,
2000, by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation
with an office at Eagleview Corporate Center, 665 Stockton Drive, Suite 104,
Exton, PA 19341 ("3DP"), and Bristol-Myers Squibb Company, a Delaware
corporation having a principal place of business at Route 206, P.O. Box 4000,
Princeton, New Jersey 08543 ("BMS").  3DP and BMS may be referred to herein as a
"Party" or, collectively, as the "Parties."

                                  BACKGROUND

WHEREAS, 3DP owns or controls certain proprietary rights and know-how relating
to certain GPCR Structures, GPCR Homology Models and related analysis
technologies; and

WHEREAS, 3DP has compiled and is compiling, and owns, certain information and
data regarding certain GPCR Structures and GPCR Homology Models in a proprietary
database which may be useful in the study of biological phenomena and design and
discovery of new pharmaceutical and diagnostic products; and

WHEREAS, BMS desires to obtain access to 3DP's Proteomica Database, and to
obtain certain licenses under certain of 3DP's proprietary rights and know-how,
to conduct research and development with respect to certain GPCR Structures that
have applicability in the development and commercialization of diagnostics and
pharmaceuticals.

NOW THEREFORE, in consideration of the covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the Parties agree as
follows:

                                   ARTICLE 1

                                  DEFINITIONS

In addition to the capitalized terms defined throughout this Agreement, the
following terms when used herein shall have the respective meanings assigned to
them below:

     1.1  "Access Term" means the period commencing on the commencement of
          Contract Year One and ending on termination or expiration of this
          Agreement, during which BMS shall have access to the Proteomica
          Database under the terms and conditions of this Agreement.

     1.2  "Affiliate" means, with respect to either Party, any corporation or
          other business entity which controls, is controlled by, or is under
          common control with such Party. A corporation or other entity shall be
          regarded as in control of another corporation or other entity if it
          owns or directly or indirectly controls at least 50% of the voting
          stock or other ownership interest of the other corporation or entity
          (or alternatively, if it owns the maximum such ownership interest
          permitted by law), or if it possesses, directly or indirectly, the
          power to direct or cause the direction of the management and policies
          of the corporation or other entity, or the

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission.

<PAGE>

          power to elect or appoint at least 50% of the members of the governing
          body of the corporation or other entity.

     1.3  "Agreement" means this GPCR License and User Agreement including its
          Exhibits, as may be amended from time to time.

     1.4  "BMS Preferred Target List" means the list of GPCR targets set forth
          as Exhibit B, as such list may be amended from time to time by BMS in
             ---------
          its sole determination.[**]

     1.5  "BMS Site" means only (a) the BMS pharmaceutical research and
          development facilities located in Lawrenceville, New Jersey, U.S.A.;
          Hopewell, New Jersey, U.S.A.; Wallingford, Connecticut, U.S.A.;
          Candiac, Quebec, Canada; (b) [**].

     1.6  "Business Day" means any day, Monday through Friday, on which banking
          institutions in New York, New York are open for business.

     1.7  "Confidential Information" means all proprietary technical and/or
          commercial information that has or could have commercial value or
          other utility in a Party's business, or the unauthorized disclosure of
          which could be detrimental to the Party's interests, including
          information, inventions, know-how, data and materials relating to the
          Database Information and shall include without limitation research,
          technical, clinical development, manufacturing, marketing, financial,
          personnel and other business information and plans, whether in oral,
          written, graphic or electronic form, except to the extent that it can
          be established by the Receiving Party (as defined in Section 7.4) that
          such Confidential Information: (a) was already known to the Receiving
          Party, other than under an obligation of confidentiality from the
          Disclosing Party; (b) was generally available to the public or
          otherwise part of the public domain at the time of its disclosure to
          the Receiving Party; (c) became generally available to the public or
          otherwise part of the public domain after its disclosure and other
          than through any act or omission of the Receiving Party in breach of
          this Agreement; (d) was subsequently lawfully disclosed to the
          Receiving Party by a Third Party; (e) can be shown by written records
          to have been independently developed by the Receiving Party without
          reference to the Confidential Information received from the Disclosing
          Party (as defined in Section 7.4) and without breach of any of the
          provisions of this Agreement; or (f) is information that the
          Disclosing Party has specifically agreed in writing that the Receiving
          Party may disclose. For the purposes of this Agreement, the BMS
          Preferred Target List shall be presumed to be Confidential Information
          of BMS and the Proteomica Database shall be presumed Confidential
          Information of 3DP.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       2

<PAGE>

     1.8  "Contract Year One" means the one year period commencing on the date
          on which a Proteomica(TM) Database is installed at any BMS Site by 3DP
          containing: [**]

     1.9  "Contract Year Three" means the one-year period commencing immediately
          following the end of Contract Year Two.

     1.10 "Contract Year Two" means the one-year period commencing immediately
          following the end of Contract Year One.

     1.11 "Control" or "Controlled" means possession of the ability to grant a
          license or sublicense of any patent rights, Know-how or other
          intangible rights as provided for herein without violating the terms
          of any contract or other agreement with a Third Party.

     1.12 "Database Information" means all or any part of the information
          associated with individual GPCR Structures and GPCR Homology Models in
          the Proteomica(TM) Database, but does not include [**].

     1.13 "Documentation" means all documentation, technical manuals, operator
          and user manuals, flow diagrams, file descriptions and other written
          information describing the functions, operational characteristics and
          specifications of the software associated with the Proteomica(TM)
          Database, or explaining how to install, use maintain and/or support
          the Proteomica(TM) Database, as the same may be provided by 3DP and
          amended by 3DP from time to time in connection with its release of any
          maintenance updates and upgrades. The Parties acknowledge that all or
          part of such documentation may be electronic.

     1.14 "Effective Date" means the later of: (a) date of this Agreement as set
          forth above; or (b) the date on which all of the following documents
          between the Parties have been executed: this Agreement, the 3DP PERT
          Internal Use License and Option Agreement, the DiscoverWorks(TM)
          Nonexclusive License and Purchase Agreement, and the DiscoverWorks
          Drug Discovery Collaboration Agreement.

     1.15 "GPCR" means G-Protein Coupled Receptor.

     1.16 "GPCR Class" means a collection of one or more GPCR Sequences
          comprising a distinct subfamily of the entire GPCR family of gene
          products, as defined in Exhibit A, that uses a classification based on
                                  ---------
          [**].

     1.17 "GPCR Higher Resolution Structure" means a GPCR Structure refined
          against a data set of [**].

     1.18 "GPCR Homology Model" means a three-dimensional structure of a GPCR
          that is defined by a set of atomic x, y, z coordinates derived from an
          experimentally

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       3

<PAGE>

          determined GPCR Structure, by comparison of the GPCR Sequence
          associated with the experimentally determined GPCR Structure with a
          Putative GPCR Sequence or different GPCR Sequence.

     1.19 "GPCR Sequence" means the cDNA sequence that corresponds to the gene
          for a GPCR that is characterized and defined by being the
          physiological receptor for an endogenous ligand or exogenous compound.

     1.20 "GPCR Structure" means a set of atomic x, y, z coordinates and (B)-
          factors, in 3DP's Control, for an experimentally determined three-
          dimensional structure of a gene product corresponding to a particular
          GPCR Sequence, together with certain structure determination
          statistics [**].

     1.21 "GPCR Suite" means a collection of two or more GPCR Structures for a
          particular GPCR that may preferably include representatives of the
          following [**].

     1.22 "Know-how" means unpatented technical and other information which is
          not in the public domain relating to GPCR Structures in the Proteomica
          Database, specifically limited to [**].

     1.23 "Person" or "person" means any corporation, partnership, limited
          liability company, joint venture, other entity or natural person.

     1.24 "Proteomica Database" means 3DP's proprietary database containing
          Database Information pertaining to one or more GPCR Structures for one
          or more particular GPCRs and [**] GPCR Homology Models derived from
          GPCR Structures.

     1.25 "Putative GPCR Sequence" means a cDNA sequence that represents a gene
          and, by virtue of sequence homology with cDNA sequences of known
          GPCRs, is generally believed to express a gene product that is a
          member of the GPCR family of gene products.

     1.26 "Third Party" means any person or entity other than a Party.

     1.27 "3DP Consulting Services" means 3DP's services to provide general
          training in the use of the Proteomica(TM) Database and to provide
          consultation to BMS at its request with regard to access and use of
          data pertaining to particular GPCR Structures and GPCR Homology
          Models.

     1.28 "3DP Interfaces" means the software that provides (a) the content and
          aggregation interface for the Proteomica(TM) Database (used in
          conjunction with external browser software) and the functional modules
          incorporated therein, (b) the associated analytic and data processing
          engines used to process and analyze

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       4

<PAGE>

          the data, (c) the ad-hoc query tool, and (d) any maintenance updates
          and upgrades developed, created or owned by 3DP during the term of
          this Agreement and provided to BMS.


                                   ARTICLE 2

                 OWNERSHIP; ACCESS TO THE PROTEOMICA DATABASE.

     2.1  Access Grant.  3DP hereby grants to BMS and its Affiliates a non-
          transferable, royalty-free, non-exclusive license, without the right
          of sublicense, to have installed, use, execute and access the
          Proteomica(TM) Database at BMS Sites solely for the purpose of BMS's
          internal research use in the Field [**] for the Access Term.  In
          furtherance of this access grant, and in no event later than the
          commencement of Contract Year One, 3DP shall provide the
          Proteomica(TM) Database to BMS in machine readable form and the then-
          current Know-how and Documentation.

     2.2  Inclusion of GPCR Structures in Proteomica(TM) Database.  [**].

     2.3  Ownership of Proteomica(TM) Database. BMS hereby acknowledges that (a)
          3DP has expended significant resources and efforts to develop the
          Proteomica(TM) Database and the Database Information, (b) the
          Proteomica(TM) Database represents a highly valuable and confidential
          asset, and is a principal product of 3DP, (c) 3DP is willing to grant
          BMS access to the Proteomica(TM) Database in reliance upon the
          assurance by BMS that it shall use all reasonable efforts (including
          not less than those efforts that BMS uses to protect its own
          confidential information of like character) to protect the
          Proteomica(TM) Database from unauthorized disclosure and use at each
          BMS Site, and (d) the Proteomica(TM) Database is, and at all times
          during the term of this Agreement shall remain, the sole and exclusive
          property of 3DP.

     2.4  Use at a BMS Site.

          2.4.1     While 3DP anticipates that access to the Proteomica(TM)
                    Database shall be accomplished over extranet or other secure
                    internet access, if the Proteomica(TM) Database is installed
                    at any BMS Site, then the Proteomica(TM) Database shall only
                    be installed at the BMS Sites on designated 3DP approved
                    client computers, such approval not to be unreasonably
                    withheld or delayed.

          2.4.2     BMS will install the Proteomica(TM) Database on approved
                    computers in a manner, and taking such security measures and
                    back-up procedures, as BMS uses internally for its own
                    internally-developed proprietary software and information
                    control.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       5

<PAGE>

          2.4.3     All Proteomica(TM) Database access shall be consistent with
                    the terms set forth in Exhibit C.
                                           ---------

     2.5  Use Restrictions.  Except as permitted under Section 2.1 and 2.3:

          2.5.1     BMS shall have the right to use the Proteomica(TM) Database
                    and Database Information solely for its own internal use by
                    Authorized Personnel of BMS and not as any part of providing
                    separate services or sublicenses to any Third Party
                    (including, without limitation, providing, directly or
                    indirectly, the same or similar services to any Third
                    Party). Such use shall only take place at a BMS Site in
                    accordance with the terms and conditions of this Agreement
                    for the Access Term. "Authorized Personnel" shall refer to
                    BMS employees, BMS temporary employees and BMS consultants
                    who have signed an agreement with BMS in which such person
                    acknowledges such person's obligation to protect the
                    Proteomica(TM) Database and Database Information.

          2.5.2     BMS shall have no access to or right to use the
                    Proteomica(TM) Database except at any BMS Site under the
                    terms and conditions of this Agreement.

          2.5.3     Except as otherwise agreed by 3DP in writing, and except as
                    provided in Section 2.5.4, BMS shall not (i) reverse
                    engineer, decompile, disassemble, re-engineer or otherwise
                    recreate or permit or assist others to recreate the
                    Proteomica(TM) Database or its structural framework or
                    distribute copies (by any means whatsoever whether now known
                    or hereafter invented) of the Proteomica(TM) Database,
                    including any substantial portion of the Database
                    Information from any field of the database, for any purpose
                    except as expressly permitted under this Agreement; (ii)
                    develop any products for commercial sale that are the same
                    or similar to the Proteomica(TM) Database and (iii) except
                    through the use of 3DP personnel, BMS shall not modify,
                    enhance or otherwise change the Proteomica(TM) Database.

          2.5.4     BMS retains the right to create for its internal use
                    databases of protein structures that may include GPCR
                    structures. Any GPCR structures that have been obtained
                    through the Proteomica(TM) Database will be treated under
                    the same conditions of confidentiality.

          2.5.5     BMS shall comply with all other use restrictions contained
                    in Exhibit C. Exhibit C shall be prepared by, and reasonably
                       ---------  ---------
                    agreed upon, the Parties, and appended to this Agreement, as
                    soon as reasonably necessary prior to the first installation
                    of the Proteomica(TM) Database at a BMS Site.

     2.6  Third Party Components.  Unless stated otherwise and agreed to by the
          Parties in writing, 3DP shall be responsible for securing all licenses
          required from Third Parties for the incorporation of Third Party
          Software Components for use in

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       6
<PAGE>

          conjunction with the Proteomica(TM) Database, and for paying all
          license and other fees in connection therewith. As used herein, "Third
          Party Software Components" means Third Party software tools that 3DP
          either licenses in or otherwise approves for inclusion in the
          Proteomica(TM) Database.

     2.7  Loss, Theft, Unauthorized Disclosure or Use. BMS promptly shall notify
          3DP of any loss, theft or unauthorized disclosure or use of the
          Proteomica(TM) Database or the Database Information that comes to
          BMS's attention.

     2.8  3DP Retained Rights. Any rights of 3DP not expressly granted to BMS
          under the provisions of this Agreement shall be retained by 3DP.

     2.9  Pre-Release Prior to Publication of BMS GPCR Structures. In the event
          that BMS intends to publish any GPCR Structures solved by BMS, BMS
          shall make such GPCR Structures available to 3DP for inclusion in the
          Proteomica(TM) Database as soon as reasonably practicable and in no
          event later than [**] prior to any public release of such GPCR
          Structures by BMS under Section 7.3. [**]

                                   ARTICLE 3

            PROGRAM DIRECTORS; DEVELOPMENT PROTEOMICA(TM) DATABASE

     3.1  Program Directors.

          3.1.1     Upon commencement of the Access Term, each Party will
                    provide the other, in writing, with the name of its "Program
                    Director." The Program Directors will act as the primary
                    liaison in coordinating the activities under this Agreement.

          3.1.2     The Program Directors will serve to (i) oversee and
                    coordinate the installation and usage of the Proteomica(TM)
                    Database at the BMS Sites; (ii) monitor adherence to the
                    user terms and conditions set forth in this Agreement; and
                    (iii) require all employees and consultants who have access
                    to the Proteomica(TM) Database at a BMS Site to execute, and
                    monitor adherence to, the user terms and conditions set
                    forth in Exhibit C.
                             ---------

          3.1.3     The Program Directors shall meet with such frequency and at
                    such time and location as may be reasonably necessary to
                    accomplish installation of and access to the Proteomica(TM)
                    Database.

          3.1.4     Each Party shall bear the costs and expenses of its
                    respective Program Director.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       7
<PAGE>

     3.2  Proteomica(TM) Database Development. 3DP shall use commercially
          reasonable efforts to develop the Proteomica(TM) Database in a manner
          reasonably consistent with the following three year development
          program:

          3.2.1     In Contract Year One, [**].

          3.2.2     In Contract Year Two, [**].

          3.2.3     In Contract Year Three, [**].

          3.2.4     3DP shall have sole discretion in all development decisions
                    relating to the Proteomica(TM) Database; provided, however,
                    3DP shall work with BMS and other subscribers of the
                    Proteomica(TM) Database to obtain meaningful input regarding
                    the further development of the Proteomica(TM) Database, in
                    terms of the choice of both GPCR Structures and GPCR
                    Homology Models.

     3.3  Testing During the Course of the Proteomica(TM) Development Program.
          BMS acknowledges that the 3DP Interface provided under this Agreement
          may be pre-commercial release Beta versions, and that BMS's access may
          be to a developmental test site for the Proteomica(TM) Database.

     3.4  Installation.  At dates and times mutually acceptable, 3DP agrees to
          provide BMS with on-site access to the Proteomica(TM) Database at the
          BMS Sites.

                                   ARTICLE 4

             PROTEOMICA DATABASE MAINTENANCE AND SUPPORT SERVICES

     4.1  General Obligation. 3DP shall use commercially reasonable efforts to
          provide BMS with maintenance and support services for the
          Proteomica(TM) Database all as specified in this Article 4
          ("Maintenance and Support Services").

     4.2  Correction of Nonconformities. BMS shall promptly notify 3DP, in
          writing or by telephone (confirmed in writing), of any nonconformity
          in the 3DP Interfaces. 3DP will respond to and correct any confirmed
          nonconformities in the 3DP Interfaces within a reasonable time and as
          prioritized by the Program Directors.

     4.3  Maintenance Updates. 3DP shall provide BMS with any known solutions to
          problems occurring with the 3DP Interfaces, including, without
          limitation, any maintenance updates, at the time 3DP first releases
          corresponding solutions and maintenance updates for 3DP Interface. BMS
          agrees to accept all solutions and installations of maintenance
          updates.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       8
<PAGE>

     4.4  Training and Consulting Services. 3DP shall provide up to an aggregate
          of [**] of (i) training and support services to qualified BMS
          personnel during [**] pertaining to the operation and support of the
          Proteomica(TM) Database, at no additional charge to BMS, and (ii)
          Consulting Services (pursuant to Article 5). Any such training and
          support will be provided at such times and in such places and in such
          form as may be mutually agreeable to the Parties.

     4.5  Remote Access.  If necessary, each Party shall provide the other with
          reasonable access, via modem, the Internet or some other remote
          communications method mutually agreed-upon by the Parties, to such
          Party's development, data and/or application servers for the sole and
          limited purpose of assisting the other Party in fulfilling its
          obligations under this Agreement.  Said access shall be subject to
          each Party's reasonable standards and procedures for the security of
          computer systems and data.

     4.6  Reuse of Developed Code. 3DP shall be free, at any time, to
          incorporate software code written by 3DP in the course of implementing
          the Proteomica(TM) Database in any product, including a standard
          Proteomica(TM) Database, or a customized or modified version thereof.
          No compensation shall be due to BMS for any such reuse of software
          code written by 3DP in performing services for BMS hereunder.

                                   ARTICLE 5

                            3DP CONSULTING SERVICES

     5.1  Performance of Consulting Services.  In addition to the training and
          support services provided in Section 4.4, 3DP will provide BMS with
          3DP Consulting Services as specifically set forth in work orders
          agreed to in writing by the Parties and attached hereto from time to
          time (each, a "Work Order").  Such Work Orders shall specify, at a
          minimum, the scope of work to be performed, the timeline, any 3DP
          Consulting Services' deliverables, any BMS participation or inputs
          required, and fees due from BMS for such 3DP Consulting Services.  3DP
          shall use commercially reasonable efforts to complete performance of
          the relevant 3DP Consulting Services on or before the targeted date(s)
          for completion set forth in the timeline.

     5.2  Provision of 3DP Services.  All 3DP Consulting Services required to be
          delivered by 3DP to BMS under any Work Order shall be delivered to BMS
          as specified in the applicable Work Order or as otherwise mutually
          agreed to by the Parties in writing.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.


                                       9

<PAGE>

                                   ARTICLE 6

                               FEES AND PAYMENTS


     6.1  User Fees and Expenses. BMS will pay 3DP an "Annual User Fee" for
          access to the Proteomica(TM) Database at BMS Sites described in
          Sections 1.5(a) and 1.5(b), in accordance with the following schedule:

          6.1.1     Within thirty (30) days of the Effective Date: $1,500,000
                    (U.S.)

          6.1.2     Upon the commencement of Contract Year Two:

                    (a)  [**].

                    (b)  [**].

          6.1.3     Upon the commencement of Contract Year Three:

                    (a)  [**] or

                    (b)  [**] or

                    (c)  [**] or

                    (d)  [**]

                    (e)  [**]

          6.1.4     Any payment to be made pursuant to Section 6.1.2 or 6.1.3
                    shall be due within thirty (30) days after the commencement
                    of Contract Year Two or Contract Year Three, as the case may
                    be.

     6.2  Additional Site Fees. BMS will pay to 3DP an "Annual User Fee" for
          access to the Proteomica(TM) Database at any BMS Site described in
          Section 1.5(c) of [**] if BMS identifies such BMS Site during the
          First Contract Year, and [**] of the then-current fee, according to
          the provisions of Section 6.1.2 or Section 6.1.3, respectively, if BMS
          identifies such BMS Site during Contract Year Two or Contract Year
          Three. BMS shall make such payment to 3DP within 30 days of
          identifying such BMS Site to 3DP, according to the provisions of
          Section 1.5.

     6.3  Additional Fees.

          6.3.1     Maintenance and Support Fees. BMS will be responsible for
                    the expenses of 3DP personnel engaged in any training and
                    support or 3DP Consulting Services provided under this
                    Agreement.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.


                                       10
<PAGE>

          6.3.2     Installation/Integration Fees. BMS will be responsible for
                    the expenses associated with additional installations
                    required for BMS for the Proteomica(TM) Database after the
                    initial installation at each BMS
                               Site.
     6.4  Mode of Payment.  All payments to 3DP hereunder shall be made by wire
          transfer of United States Dollars in the requisite amount to such bank
          account as 3DP may designate by notice to BMS.  Payments shall be free
          and clear of any taxes, fees or charges, to the extent applicable.

     6.5  Late Payments. All amounts payable by BMS hereunder, shall be paid by
          BMS to 3DP in full, without any right of set-off or deduction. BMS
          shall pay interest on all amounts past due at the rate of one percent
          (1%) over the prime rate of interest reported in The Wall Street
          Journal for the date such amount was due.

     6.6  Taxes. Each Party shall pay all sales, use, personal property, and
          other similar taxes associated with the license rights granted and/or
          services provided to such Party hereunder, except taxes based on the
          other Party's gross or net income, net worth or assets, which shall be
          the sole responsibility of such other Party. If either Party claims an
          exemption from any applicable sales or use taxes, the Parties shall
          cooperate with each other, including, without limitation, in the
          filing of appropriate certificates of tax exemption, (i) to ensure
          that any withholding payments required to be made by the other Party
          are reduced to the fullest extent permitted by law, and (ii) to seek
          credit for withholding payments previously made by such other Party.

     6.7  [**]

                                   ARTICLE 7

                         PUBLICATION; CONFIDENTIALITY

     7.1  Notification.  Each Party recognizes that the other Party may wish to
          publish the results of its work relating to GPCR Structures.  However,
          each Party also recognizes the importance of preserving the
          proprietary nature of these GPCR Structures.  Consequently, any
          proposed publication relating to GPCR Structures by either Party shall
          comply with this Section 7.  At least 90 days before a manuscript is
          to be submitted to a publisher, the publishing Party will provide to
          the nonpublishing Party with a copy of the manuscript and any GPCR
          Structures disclosed therein.  If the publishing Party wishes to make
          an oral presentation, it will provide the other Party with a copy of
          the abstract (if one is submitted) at least 60 days before it is to be
          submitted.  The publishing Party will also provide to the other Party
          a copy of the text of the presentation, including all slides, posters,
          and any other visual aids, at least 60 days before the presentation is
          made.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       11

<PAGE>

     7.2  Review of Proposed Publications.  The other Party will review the
          manuscript, abstract, text or any other material provided under
          Section 7.1 to determine if any confidential or proprietary
          information is being disclosed, then the Parties will consult to
          arrive at an agreement on mutually acceptable modifications to the
          proposed publication to avoid such disclosure.

     7.3  GPCR Structure Disclosure.  [**]

     7.4  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for 10 years thereafter, either Party that receives
          Confidential Information (a "Receiving Party") from the other Party (a
          "Disclosing Party") shall keep, and shall ensure that its officers,
          directors and employees keep, completely confidential and shall not
          publish or otherwise disclose and shall not use for any purpose
          (except as expressly permitted hereunder) any Confidential Information
          furnished to it by the Disclosing Party pursuant to this Agreement
          (including, without limitation, know-how).

     7.5  Written Assurances and Permitted Uses of Confidential Information.

          7.5.1     The Receiving Party may disclose Confidential Information to
                    the extent the Receiving Party is compelled to disclose such
                    information by a court or other tribunal of competent
                    jurisdiction; provided however, that in such case the
                    Receiving Party shall immediately give notice to the
                    Disclosing Party so that the Disclosing Party may seek a
                    protective order or other remedy from said court or
                    tribunal. In any event, the Receiving Party shall disclose
                    only that portion of the Confidential Information that, in
                    the opinion of its legal counsel, is legally required to be
                    disclosed and will exercise reasonable efforts to ensure
                    that any such information so disclosed will be accorded
                    confidential treatment by said court or tribunal.

          7.5.2     The existence and the terms and conditions of this Agreement
                    which the Parties have not specifically agreed to disclose
                    pursuant to this Section 7.5 shall be treated by each Party
                    as Confidential Information of the other Party.

          7.5.3     If a Party is required to make any disclosure of the other
                    Party's Confidential Information, it will give at least
                    thirty (30) days written, advance notice to the latter Party
                    of such disclosure requirement. If a Party is required to
                    disclose Confidential Information to comply with applicable
                    laws or governmental regulations, including but not limited
                    to submitting information to tax authorities or to comply
                    with any discovery or similar request for production of
                    documents in litigation or similar alternative dispute
                    resolution proceedings, such Party may make such disclosure
                    provided it gives prompt notice to the other Party, and
                    provided it makes all reasonable efforts to comply with all
                    administrative or other

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       12
<PAGE>

                    procedures or to establish a reasonable protective or
                    similar order under which the confidential nature of the
                    information will be maintained.

     7.6  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          financing activities; provided, however, any such recipient of such
          Confidential Information shall agree in writing to keep such terms
          confidential for the same time periods and to the same extent as 3DP
          is required to keep Confidential Information confidential under this
          Agreement. Furthermore, BMS acknowledges that 3DP may be obligated to
          disclose terms of this Agreement and make public a copy of this
          Agreement in the event it files a registration statement with respect
          to its shares or it becomes a public company as required by applicable
          U.S. law; provided however, the terms of this Agreement and the copy
          submitted to the applicable governmental agency shall be redacted such
          that the extent of any such disclosure shall be limited to that which
          in the opinion of 3DP's and BMS's legal counsel is legally required to
          be disclosed.

                                   ARTICLE 8

                        REPRESENTATIONS AND WARRANTIES

     8.1  Authority. Each Party represents and warrants that as of the Effective
          Date it has full right, power and authority to enter into this
          Agreement, this Agreement has been duly executed by such Party and
          constitutes a legal, valid and binding obligation of such Party,
          enforceable in accordance with its terms.

     8.2  No Conflicts.  Each Party represents and warrants that the execution,
          delivery and performance of this Agreement does not conflict with, or
          constitute a breach or default under any of its charter or
          organizational documents, any law, order, judgment or governmental
          rule or regulation applicable to it, or any material agreement,
          contract, commitment or instrument to which it is a Party.

     8.3  Disclaimer of Warranties.  3DP MAKES NO REPRESENTATIONS AND EXTENDS NO
          WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
          RESPECT TO THE PROTEOMICA(TM) DATABASE OR THE DATABASE INFORMATION
          INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE.

     8.4  Warranties Repeated at Installation. The representations and
          warranties set forth in this Article 8 shall be true and correct on
          the Effective Date, as well as on the date of installation of the
          Proteomica(TM) Database.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission.

                                       13

<PAGE>

                                   ARTICLE 9

                              DISPUTE RESOLUTION

     9.1  Dispute Resolution.  Any dispute concerning or arising out of this
          Agreement or concerning the existence or validity hereof, shall be
          determined by the following procedure:

          9.1.1  Both Parties understand and appreciate that their long term
                 mutual interest will be best served by affecting a rapid and
                 fair resolution of any claims or disputes which may arise out
                 of services performed under this Agreement or from any dispute
                 concerning the terms of this Agreement. Therefore, both Parties
                 agree to use their best efforts to resolve all such disputes as
                 rapidly as possible on a fair and equitable basis. Toward this
                 end, both Parties agree to develop and follow a process for
                 presenting, rapidly assessing, and settling claims on a fair
                 and equitable basis that takes into account the precise subject
                 and nature of the dispute.

          9.1.2  If any dispute or claim arising under this Agreement cannot be
                 readily resolved by the Parties pursuant to the process
                 described above, then the Parties agree to refer the matter to
                 a panel consisting of the Chief Executive Officer ("CEO") of
                 3DP and the Senior Vice President of Early Discovery and
                 Applied Technology for BMS, or a comparable position selected
                 by either Party from time to time, for review and a non-binding
                 resolution. A copy of the terms of this Agreement, agreed upon
                 facts (and areas of disagreement), and concise summary of the
                 basis for each side's contentions will be provided to both such
                 officers who shall review the same, confer, and attempt to
                 reach a mutual resolution of the issue.

          9.1.3  If the matter has not been resolved utilizing the foregoing
                 process, and the Parties are unwilling to accept the non-
                 binding decision of the indicated panel, either or both Parties
                 may elect to pursue definitive resolution through binding
                 arbitration, which the Parties agree to accept in lieu of
                 litigation or other legally available remedies (with the
                 exception of injunctive relief where such relief is necessary
                 to protect a Party from irreparable harm pending the outcome of
                 any such arbitration proceeding). Binding arbitration shall be
                 settled in accordance with the Commercial Arbitration Rules of
                 the American Arbitration Association by a panel of three
                 arbitrators chosen in accordance with these Rules. This
                 Agreement shall be governed by and construed in accordance with
                 the substantive laws of the State of Delaware without regard to
                 the conflicts of laws provisions of Delaware. The arbitration
                 will be held in Wilmington, Delaware. Judgment upon the award
                 rendered may be entered in any court having jurisdiction and
                 the Parties hereby consent to the said

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      14
<PAGE>

                 jurisdiction and venue, and further irrevocably waive any
                 objection which either Party may have now or hereafter to the
                 laying of venue of any proceedings in said courts and to any
                 claim that such proceedings have been brought in an
                 inconvenient forum, and further irrevocably agree that a
                 judgment or order in any such proceeding shall be conclusive
                 and binding upon the Parties and may be enforced in the courts
                 of any other jurisdiction.

                                  ARTICLE 10

                        TERM AND TERMINATION; SURVIVAL

     10.1 Term. The term of the Agreement shall be from the Effective Date until
          the expiration of Contract Year Three. Within six (6) months prior to
          the expiration date, the Parties will negotiate in good faith to
          provide BMS continued access to the Proteomica(TM) Database; such
          negotiations will be based on the then prevailing pricing structure
          for customer access to the Proteomica(TM) Database.

     10.2 For Any Reason.  Subject to the provisions of Section 10.3, BMS may
          terminate this Agreement for any reason by providing sixty (60) days
          written notice after the beginning of Contract Year Two.

     10.3 Return of Confidential Information. Upon termination prior to
          expiration of the term of this Agreement:

          10.3.1 If the termination occurs before the receipt of payment under
                 Section 6.1.2, then BMS must return or destroy any Confidential
                 Information received from 3DP over the course of the term of
                 the Agreement and return the Proteomica(TM) Database and any
                 related Confidential Information.

          10.3.2 If the termination occurs after the receipt of payment under
                 Section 6.1.2, then BMS may either:

                 10.3.2.1   [**]

                 10.3.2.2   [**]

                 10.3.3     [**.]

     10.4 Termination for Material Breach. The failure by a Party to comply with
          any of the material obligations contained in this Agreement shall
          entitle the other Party to give written notice to have the default
          cured. If such default (i) is not cured within 60 days after the
          receipt of such notice or (ii) is not susceptible to cure within 60
          days after receipt of such notice (unless such default, by its nature,
          is incurable, in which case the Agreement may be terminated
          immediately upon

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      15
<PAGE>

          written notice) or (iii) diligent steps are not taken to cure if by
          its nature such default could not be cured within 60 days, the
          notifying Party shall be entitled, without prejudice to any of its
          other rights conferred on it by this Agreement, and in addition to any
          other remedies that may be available to it, to terminate this
          Agreement. Such rights to terminate will be in addition to, and
          without prejudice to the exercise of, any other remedies available in
          law or equity.

     10.5 Insolvency or Bankruptcy.

          10.4.1  Either Party may, in addition to any other remedies available
                  by law or in equity, terminate this Agreement by written
                  notice to the other Party in the event the latter Party shall
                  have become insolvent or bankrupt, or shall have an assignment
                  for the benefit of its creditors, or there shall have been
                  appointed a trustee or receiver of the other Party or for all
                  or a substantial part of its property or any case or
                  proceeding shall have been commenced or other action taken by
                  or against the other Party in bankruptcy or seeking
                  reorganization, liquidation, dissolution, winding-up,
                  arrangement or readjustment of its debts or any other relief
                  under any bankruptcy, insolvency, reorganization or other
                  similar act or law of any jurisdiction now or hereafter in
                  effect, or there shall have been issued a warrant of Exhibit,
                  execution, restraint or similar process against any
                  substantial part of the property of the other Party, and any
                  such event shall have continued for 90 days undismissed,
                  unbonded and undischarged.

          10.4.2  All rights and licenses granted under or pursuant to this
                  Agreement by BMS or 3DP are, and shall otherwise be deemed to
                  be, for purposes of Section 365(n) of the U.S. Bankruptcy
                  Code, licenses of right to "Intellectual Property" as defined
                  under Section 101 of the U.S. Bankruptcy Code. The Parties
                  agree that the Parties as licensees of such rights under this
                  Agreement, shall retain and may fully exercise all of their
                  rights and elections under the U.S. Bankruptcy Code. The
                  Parties further agree that, in the event of the commencement
                  of a bankruptcy proceeding by or against either Parties under
                  the U.S. Bankruptcy Code, the Parties hereto which is not a
                  Party to such proceeding shall be entitled to a complete
                  duplicate of (or complete access to, as appropriate) any such
                  intellectual property and all embodiments of such intellectual
                  property, and same, if not already in their possession, shall
                  be promptly delivered to them (i) upon any such commencement
                  of a bankruptcy proceeding upon their written request
                  therefor, unless the Party subject to such proceedings elects
                  to continue to perform all of their obligations under this
                  Agreement or (ii) if not delivered under (i) above, upon the
                  rejection of this Agreement by or on behalf of the Party
                  subject to such proceeding upon written request therefor by a
                  nonsubject Party.

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      16
<PAGE>

     10.6 No Waiver. The right of a Party to terminate this Agreement shall not
          be affected in any way by its waiver or failure to take action with
          respect to any prior default.

     10.7 Survival of Obligations. The termination or expiration of this
          Agreement shall not relieve the Parties of any obligations accruing
          prior to such termination, and any such termination shall be without
          prejudice to the rights of either Party against the other. The
          provisions of Article 7, Section 8.3, Article 9, Section 10.6, Section
          10.7, Article 11 and Article 12 (except Section 12.5) shall survive
          any expiration or termination of this Agreement.

                                  ARTICLE 11

                                INDEMNIFICATION

     11.1 Direct Indemnity. Each Party (the "indemnifying Party") shall
          indemnify and hold the other Party, its trustees, officers, agents,
          and employees (the "indemnified Parties"), harmless from and against
          all losses, liabilities, damages and expenses (including attorney's
          fees and costs) arising out of a breach of the indemnifying Party's
          warranties or out of the negligence or willful misconduct of the
          indemnifying Party in connection with activities under this Agreement
          except to the extent such losses, liabilities, damages and expenses
          (including attorney's fees and costs) resulted from the negligent or
          willful misconduct of the indemnified Party. BMS acknowledges and
          agrees that, with respect to the nature of the Proteomica(TM)
          Database, there may be no adequate remedy at law for any breach of
          BMS's obligations under the security provisions of this Agreement,
          that any such breach may result in irreparable harm to 3DP, and
          therefore, that upon any such breach, 3DP may be entitled to seek
          appropriate equitable relief in addition to whatever remedies it might
          have at law, including injunctive relief, specific performance or such
          other relief as 3DP may request to enjoin or otherwise restrain any
          act prohibited hereby, as well as the recovery of all costs and
          expenses, including attorneys' fees incurred. 3DP shall be entitled to
          indemnification by BMS from any losses, liabilities, damages and
          expenses (including attorneys' fees and costs), in connection with
          such unauthorized use or release of Confidential Information of 3DP.
          3DP shall be entitled to indemnification by BMS from any losses,
          liabilities, damages and expenses (including attorneys' fees and
          costs) in connection with any Third Party infringement action arising
          with respect to the Database Information as it may pertain to BMS's
          use of such Database Information. BMS shall be entitled to
          indemnification by 3DP from any losses, liabilities, damages and
          expenses (including attorneys' fees and costs) in connection with any
          Third Party infringement action arising with respect to BMS's use of
          the Proteomica(TM) Database as it may pertain to claims that the
          Proteomica(TM) Database infringes such Third Party's proprietary
          rights.

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      17
<PAGE>

     11.2 Procedure. Upon the assertion of any such claim or suit, the
          indemnified Party shall promptly notify the indemnifying Party thereof
          and shall permit the indemnifying Party to assume direction and
          control of the defense of the claim (including the selection of
          counsel and the sole right to settle it at the sole discretion of the
          indemnifying Party, provided that such settlement does not impose any
          material obligation on the indemnified Parties), and shall cooperate
          as requested (at the expense of the indemnifying Party) in the defense
          of the claim.

                                  ARTICLE 12

                                 MISCELLANEOUS

     12.1 Entire Agreement. This Agreement, and the DiscoverWorks(TM) Drug
          Discovery Collaboration Agreement, the DiscoverWorks(TM) Non-exclusive
          License and Purchase Agreement and the PERT Internal Use License and
          Option Agreement all entered into simultaneously with this Agreement,
          and each of the Exhibits thereto constitute and contain the entire
          understanding and agreement of the Parties respecting the subject
          matters of these respective Agreement and cancels and supersedes any
          and all prior negotiations, correspondence, understandings and
          agreements between the Parties, whether oral or written, regarding
          such subject matters.

     12.2 Further Actions. Each Party agrees to execute, acknowledge and deliver
          such further instruments and to do all such other acts as may be
          necessary or appropriate in order to carry out the purposes and intent
          of this Agreement.

     12.3 Binding Effect. This Agreement and the rights granted herein shall be
          binding upon and shall inure to the benefit of 3DP, BMS and their
          permitted assigns.

     12.4 Assignment. Neither Party shall assign this Agreement without the
          prior written consent of the other Party; provided, however, that
          either Party may assign this Agreement without the prior written
          consent of the other Party in connection with the sale or transfer of
          substantially all of its assets that relate to this Agreement, or in
          the event of its merger or consolidation or change of control or
          similar transaction. Any permitted assignee shall assume all
          obligations of its assignor under this Agreement.

     12.5 Restrictions on Unsolicited Activities. In consideration of the
          licenses granted hereunder, BMS agrees that for the term of this
          Agreement, without the prior written consent of the board of directors
          of 3DP, neither BMS nor any of its respective Affiliates (including
          any person or entity directly or indirectly, through one or more
          intermediaries, controlling one of these entities, or controlled by
          one of these entities or under common control with one of these
          entities) will (i) purchase, offer or agree to purchase, or announce
          an intention to purchase, directly or indirectly, any securities or
          assets of 3DP; (ii) make, or in any way

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      18
<PAGE>

          participate, directly or indirectly, in any "solicitation" of
          "proxies" to vote or "consents" (as such terms are used in the rules
          and regulations of the Securities and Exchange Commission), or seek to
          advise or influence any person with respect to the voting of any
          voting securities of 3DP or any Affiliate thereof; (iii) initiate or
          support, directly or indirectly, any stockholder proposal with respect
          to 3DP; (iv) directly or indirectly make any public announcement with
          respect to, or submit a proposal for, or offer of (with or without
          conditions) any extraordinary transaction involving 3DP or its
          securities or assets, or any Affiliate thereof, or of any successor to
          or person in control of 3DP or any of its businesses, or any assets of
          3DP any Affiliate or division thereof, or of any such successor or
          controlling person; or (v) form, join or in any way participate in a
          "group" as defined in Section 13(d)(3) of the Exchange Act in
          connection with any of the foregoing. Nothing contained in this
          Section 12.5 shall prohibit the ownership by BMS of up to 1% of any
          class of securities of 3DP which are registered pursuant to the
          Exchange Act.

     12.6 No Implied Licenses. No rights to any other patents, know-how or
          technical information, or other intellectual property rights, other
          than as explicitly identified herein, are granted or deemed granted by
          this Agreement. No right, expressed or implied, is granted by this
          Agreement to a Party to use in any manner the name or any other trade
          name or trademark of the other Party in connection with the
          performance of this Agreement.

     12.7 No Waiver. No waiver, modification or amendment of any provision of
          this Agreement shall be valid or effective unless made in writing and
          signed by a duly authorized officer of each Party. The failure of
          either Party to assert a right hereunder or to insist upon compliance
          with any term or condition of this Agreement shall not constitute a
          waiver of that right or excuse a similar subsequent failure to perform
          any such term or condition.

     12.8 Force Majeure. The failure of a Party to perform any obligation under
          this Agreement by reason of acts of God, acts of governments, riots,
          wars, strikes, accidents or deficiencies in materials or
          transportation or other causes of a similar magnitude beyond its
          control shall not be deemed to be a breach of this Agreement.

     12.9 Independent Contractors. Both Parties are independent contractors
          under this Agreement. Nothing contained in this Agreement is intended
          nor is to be construed so as to constitute 3DP or BMS as partners or
          joint venturers with respect to this Agreement. Neither Party shall
          have any express or implied right or authority to assume or create any
          obligations on behalf of or in the name of the other Party or to bind
          the other Party to any other contract, agreement, or undertaking with
          any Third Party.

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      19
<PAGE>

     12.10  Notices and Deliveries. Any formal notices, request, delivery,
            approval or consent required or permitted to be given under this
            Agreement shall be in writing and shall be deemed to have been
            sufficiently given when it is received, whether delivered in person,
            transmitted by facsimile with contemporaneous confirmation,
            delivered by registered letter (or its equivalent) or delivered by
            certified overnight courier service (receipt required), to the Party
            to which it is directed at its address shown below or such other
            address as such Party shall have last given by notice to the other
            Parties.

     If to BMS:

     Bristol-Myers Squibb Company
     Route 206 & Province Line Road
     P.O. Box 4000
     Princeton, New Jersey 08543
     ATTN: Vice President and Senior Counsel,
           Pharmaceutical Research Institute

     If to 3DP:                             with a copy to:

     3-Dimensional Pharmaceuticals, Inc.    Morgan, Lewis & Bockius LLP
     Eagleview Corporate Center             502 Carnegie Center
     665 Stockton Drive, Suite 104          Princeton, New Jersey 08540
     Exton, PA  10341
     ATTN:  Chief Executive Officer         ATTN: Randall B. Sunberg, Esq.

     12.11  Public Announcements. The Parties shall consult with each other and
            reach mutual written agreement before making any public announcement
            concerning this Agreement or its subject matter. Notwithstanding the
            foregoing, the Parties may disclose the existence and general nature
            of this Agreement and may make disclosures for purposes of
            satisfying legal and regulatory requirements in accordance with
            Article 7; however, neither Party shall use the name of the other
            Party for promotional purposes.

     12.12  Headings. The captions to the sections in this Agreement are not a
            part of this Agreement, and are included merely for convenience of
            reference only and shall not affect its meaning or interpretation.

     12.13  Severability. If any provision of this Agreement becomes or is
            declared by a court of competent jurisdiction to be illegal,
            unenforceable or void, this Agreement shall continue in full force
            and effect without said provision, so long as the Agreement, taking
            into account said voided provision(s), continues to provide the
            Parties with the same practical economic benefits as the Agreement
            containing said voided provision(s) did on the Effective Date. If,
            after taking into

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      20
<PAGE>

            account said voided provision(s), the Parties are unable to realize
            the practical economic benefit contemplated on the Effective Date,
            the Parties shall negotiate in good faith to amend this Agreement to
            reestablish the practical economic benefit provided the Parties on
            the Effective Date.

     12.14  Applicable Law. This Agreement shall be governed by and interpreted
            in accordance with the laws of the State of Delaware without
            reference to its conflicts of laws provisions.

     12.15  Advice of Counsel. BMS and 3DP have each consulted with counsel of
            their choice regarding this Agreement, and each acknowledges and
            agrees that this Agreement shall not be deemed to have been drafted
            by one Party or another and will be construed accordingly.

     12.16  No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF
            ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
            AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
            DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT
            LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF
            PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS OF ANY OF THEM OR OTHER
            THIRD PARTIES FOR SUCH OTHER DAMAGES.

     12.17  Counterparts. This Agreement may be executed in counterparts, or
            facsimile versions, each of which shall be deemed to be an original,
            and both of which together shall be deemed to be one and the same
            agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the Effective Date, each copy of
which shall for all purposes be deemed to be an original.

3-DIMENSIONAL PHARMACEUTICALS, INC.             BRISTOL-MYERS SQUIBB COMPANY

By:  /s/ David C. U'Prichard                    By:   /s/ Marilyn Hartig

Name:  David C. U'Prichard, Ph.D.               Name:  Marilyn Hartig, Ph.D.

Title: Chief Executive Officer                  Title:  VP, External Sciences
                                                         & Technology

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      21
<PAGE>

                                   EXHIBIT A
                                   ---------

                            GPCR Sequence Subtypes
                            ----------------------

[**]


** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      22
<PAGE>

                                   EXHIBIT B
                                   ---------

                          BMS Preferred GPCR Targets
                          --------------------------

[**]


** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      23
<PAGE>

                                   EXHIBIT C
                                   ---------

                             Database Access Terms
                             ---------------------

     Only authorized personnel from BMS shall be entitled to download GPCR
     Structure or GPCR Homology Model coordinates from the Proteomica Database
     solely for the purpose of modeling such GPCRs using software tools external
     to the Proteomica Database.  BMS shall maintain a list of such authorized
     personnel, which may be inspected  by 3DP upon reasonable cause, BMS
     considering access to names of staff and their expertise to be proprietary
     to BMS.

     BMS shall not transfer the Proteomica Database or the Database Information,
     or any portion thereof, from the BMS Sites.

     Other terms to be added by mutual agreement of the parties.

** Certain portions of this Exhibit have been omitted based upon a request for
   confidential treatment that has been filed with the Commission. The omitted
   portions have been filed separately with the Commission.

                                      24
<PAGE>

                                     PERT
                   INTERNAL USE LICENSE AND OPTION AGREEMENT

THIS PERT INTERNAL USE LICENSE AND OPTION AGREEMENT is made as of July 7, 2000,
by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation
having a place of business at Eagleview Corporate Center, 665 Stockton Drive,
Suite 104, Exton, PA 19341 ("3DP"), and Bristol-Myers Squibb Company, a Delaware
corporation having a place of business at Route 206 & Province Line Road, P.O.
Box 4000, Princeton, New Jersey 08543 ("BMS").  Either 3DP or BMS may be
referred to herein as a "Party" or, collectively, they may be referred to as the
"Parties."

                                   ARTICLE 1

                                  DEFINITIONS

In addition to the capitalized terms defined throughout this Agreement, the
following terms when used herein shall have the respective meanings assigned to
them below:

     1.1  "Affiliate" means, with respect to either Party, any corporation or
          other business entity which controls, is controlled by, or is under
          common control with such Party. A corporation or other entity shall be
          regarded as in control of another corporation or other entity if it
          owns or directly or indirectly controls at least 50% of the voting
          stock or other ownership interest of the other corporation or entity
          (or alternatively, if it owns the maximum such ownership interest
          permitted by law), or if it possesses, directly or indirectly, the
          power to direct or cause the direction of the management and policies
          of the corporation or other entity, or the power to elect or appoint
          at least 50% of the members of the governing body of the corporation
          or other entity.

     1.2  "Agreement" means this PERT Internal Use License and Option Agreement,
          including its Exhibits, as may be amended from time to time.

     1.3  "BMS Site" means only (a) the BMS pharmaceutical research and
          development facilities located in Lawrenceville, New Jersey, U.S.A.;
          Hopewell, New Jersey, U.S.A.; Wallingford, Connecticut, U.S.A.;
          Candiac, Quebec, Canada; (b) [**].

     1.4  "Confidential Information" means all commercial and/or technical
          information that has or could have commercial value or other utility
          in a Party's business, or the unauthorized disclosure of which could
          be detrimental to the Party's interests, including information,
          inventions, data and materials relating to the Licensed Patent Rights,
          and Know-how, and shall include, without limitation, research,
          technical, clinical development, manufacturing, marketing, financial,
          personnel and other business information and plans, whether in oral,
          written, graphic or electronic form, except to the extent that the
          Receiving Party can establish that such Confidential Information: (a)
          was already known to the Receiving Party, other than under an
          obligation of confidentiality to the Disclosing Party; (b) was

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       1
<PAGE>

          generally available to the public or otherwise part of the public
          domain at the time of its disclosure to the Receiving Party; (c)
          became generally available to the public or otherwise part of the
          public domain after its disclosure, and other than through any act or
          omission of the Receiving Party in breach of this Agreement; (d) was
          subsequently lawfully disclosed to the Receiving Party by a Third
          Party; (e) can be shown by written records to have been independently
          developed by or for the Receiving Party without reference to the
          Confidential Information received from the Disclosing Party, and
          without breach of any of the provisions of this Agreement; or (f) the
          Disclosing Party has specifically agreed in writing that the Receiving
          Party may disclose such Confidential Information.  For the purposes of
          this Agreement, the 3DP PERT shall be presumed to be 3DP's
          Confidential Information, unless 3DP specifically identifies in
          writing one or more components of the 3DP PERT that it does not
          consider to be its Confidential Information.

     1.5  "Effective Date" means the later of: (a) date of this Agreement as set
          forth above; or (b) the date on which all of the following documents
          between the Parties have been executed:  this Agreement, the GPCR
          License and User Agreement, the DiscoverWorks Nonexclusive License and
          Purchase Agreement, and the DiscoverWorks Drug Discovery Collaboration
          Agreement.

     1.6  "Field" means the expression of recombinant proteins from human and
          other species in mammalian and non-mammalian cell systems, and the
          refolding of such expressed proteins, solely for use in pharmaceutical
          and diagnostic research, and specifically excluding use in human
          clinical trials, veterinary medicine product development and all
          experiments conducted under GMP auspices, and excluding use for any
          commercial production or commercialization of a protein product.

     1.7  "Know-how" means unpatented technical and other information, belonging
          to or controlled by 3DP, which is not in the public domain, including
          aspects of 3DP PERT, Improvements and other information comprising or
          relating to concepts, discoveries, inventions, data, designs,
          formulae, ideas, methods, models, assays, research plans, procedures,
          designs for experiments and tests, results of experimentation and
          testing (including research or development results), processes
          (including manufacturing processes, specifications and techniques),
          and laboratory records.

     1.8  "Improvements" means any inventions, discoveries, improvements or
          enhancements made by either Party or their respective Affiliates,
          which relate to the 3DP PERT or to previous Improvements.

     1.9  "Licensed Patent Rights" means: (a) patent applications or issued
          patents identified in Exhibit A, including any patent applications,
                                ---------
          divisionals, continuations, reissues and reexaminations thereof, (b)
          any patents issuing from any of the patent applications described in
          clause (a) or any patents covering any Improvements made by 3DP to the
          inventions covered by the patents and patent applications described in
          clause (a); and (c) any extensions and supplementary

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       2
<PAGE>

          protection certificates based on, or the foreign equivalents of, any
          of the foregoing in clauses (a) and (b); filed by or granted to 3DP in
          the U.S., Canada, or one or more countries in the European Patent
          Community.

     1.10 "Third Party" means any person or entity other than a Party or any of
          its Affiliates.

     1.11 "3DP PERT" stands for "3DP Protein Expression and Refolding
          Technology" and means (a) the 3DP proprietary technology that
          facilitates high yield protein expression and high yield refolding of
          complex proteins expressed in mammalian and non-mammalian cell
          systems, that is covered at the time and place of the use by one or
          more patent claims within Licensed Patent Rights, and/or (b) the
          proprietary and nonproprietary methods, systems, instruments,
          programs, technology, trade secrets and software, together with all
          Know-how related thereto, necessary for the practice of the foregoing.

                                   ARTICLE 2

                                    LICENSE

     2.1  Grant. Subject to the terms and conditions of this Agreement, 3DP
          hereby grants BMS and its Affiliates a nontransferable,
          nonsublicensable, nonexclusive, nonroyalty-bearing license in the
          Field under: (a) the Licensed Patent Rights and Know-how, and (b) any
          Improvements to the 3DP PERT or Improvements thereto made by or for
          3DP during the [**] after the Effective Date, or for which 3DP
          otherwise acquires the right to grant such a license during such [**]
          period, and under all patent, copyright, trademark, trade secret and
          other intellectual property rights inherent therein and appurtenant
          thereto; to the extent necessary for BMS to use the 3DP PERT and
          Improvements solely for research purposes in the Field [**] only at
          the BMS Sites.

     2.2  Access to Improvements. For a period of [**] from the Effective Date,
          3DP, at no additional cost, will promptly make full written disclosure
          to BMS of any and all Improvements that 3DP conceives or makes or has
          made to the 3DP PERT and to any Improvements thereto, and/or which 3DP
          has the right to provide hereunder, and 3DP will facilitate the
          transfer of such Improvements to BMS. Such transfer shall occur no
          later than six (6) months after such Improvements have been validated
          by 3DP. If BMS desires to acquire a license to any such Improvement
          from 3DP for commercial applications beyond the scope of the license
          granted in Section 2.1, the Parties will negotiate in good faith the
          terms under which 3DP may grant such license for such Improvement to
          BMS.

     2.3  Grantback Rights to Improvements. For a period of [**] from the
          Effective Date, BMS and its Affiliates agree that each will promptly
          make full written disclosure to 3DP of any and all Improvements that
          BMS and/or its Affiliates conceives or makes to the 3DP PERT and to
          any Improvements thereto. BMS

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       3
<PAGE>

          and its Affiliates hereby grant to 3DP, or its designee, a semi-
          exclusive (exclusive except as to BMS and its Affiliates), perpetual,
          nonroyalty-bearing license, including the right to transfer and
          sublicense such license, to all of BMS's and its Affiliates' worldwide
          right, title, and interest in and to any and all such Improvements
          solely for applications relating to 3DP PERT, under all patent,
          copyright, trademark, trade secret and other intellectual property
          rights inherent therein and appurtenant thereto, provided that such
          license shall be subject to a retained right by BMS and its Affiliates
          to use such Improvements solely for internal research purposes as
          permitted in Section 2.1.

     2.4  Limitations. Except as permitted under Section 2.1, this Agreement
          does not grant BMS a license to:

          2.4.1     transfer any part of the 3DP PERT to any Third Party; or

          2.4.2     develop or sell an instrument, product or a service based on
                    any part of the 3DP PERT; or

          2.4.3     provide services to any Third Party with respect to any part
                    of the 3DP PERT; or

          2.4.4     distribute, license or otherwise make available to any Third
                    Party any data or database that is obtained from the use of
                    any part of the 3DP PERT.

     2.5  Retained Rights. Any rights of either Party not expressly granted to
          the other Party under the provisions of this Agreement shall be
          retained by the former Party.

     2.6  Covenants. BMS covenants that it will not install, have installed or
          operate the 3DP PERT at any site that is not a BMS Site, and that it
          will limit disclosure and/or use of the 3DP PERT to/by only those of
          its employees or its Affiliates' employees necessary to accomplish the
          research activities involving the 3DP PERT at the BMS Sites.

                                   ARTICLE 3

                                    OPTION

     3.1  Grant. 3DP hereby grants BMS an option (the "Option") to negotiate, as
          provided for herein, a commercial license to the 3DP PERT. Such
          commercial license shall be nonexclusive, world-wide, and royalty-
          bearing, with a limited right to sublicense, and will grant BMS the
          right to develop, make, have made, use, have used, sell, have sold,
          import, and have imported products made using the 3DP PERT. The term
          of the Option shall begin on the Effective Date of this Agreement and
          shall continue for[**].

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       4
<PAGE>

     3.2  Exercise of Option. BMS shall provide written notice to 3DP of its
          election to exercise the Option no later than ninety (90) days prior
          to the expiration of the term of the Agreement. If BMS decides not to
          exercise such Option at any time before the expiration of the term of
          the Agreement, BMS shall promptly provide written notice to 3DP of
          such decision.

     3.3  Good Faith Negotiation. Upon receipt of written notice from BMS of its
          intent to exercise the Option, the Parties shall negotiate in good
          faith to achieve a definitive license agreement, including provisions,
          among others, for confidentiality, indemnification, and diligent
          marketing, as well as up-front license fees, royalties and milestone
          payments.

                                   ARTICLE 4

                                    PAYMENT

     4.1  3DP PERT License Fee.

          4.1.1     Within thirty (30) days after execution of this Agreement,
                    in consideration for the Option granted above, and for the
                    licenses granted hereunder for the BMS Sites described in
                    Sections 1.3(a) and 1.3(b), BMS will pay to 3DP[**].

          4.1.2     In consideration for the licenses granted hereunder[**].

     4.2  Mode of Payment. Payment to 3DP hereunder shall be made by wire
          transfer of United States Dollars, in the requisite amount, to such
          bank account as 3DP may designate by timely notice to BMS. Payment
          shall be free and clear of any taxes, fees or charges, to the extent
          applicable.

                                   ARTICLE 5

                                   SERVICES

     5.1  Training and Support. 3DP shall use commercially reasonable efforts to
          provide up to [**] of training and support services to a limited
          number of qualified BMS personnel for the 3DP PERT during the [**]
          after the Effective Date, with such time to be divided equally on a
          quarterly basis ("Services"). Such Services will be provided at such
          times and in such places and in such form as may be mutually agreeable
          to the Parties. BMS will be subject to additional fees, which shall be
          reasonable and specified in advance, for any support or training
          required beyond the Services.

     5.2  Recording. In order to protect the patent rights, under applicable
          U.S., Canadian or European Union law in any inventions conceived or
          reduced to practice during the term of this Agreement as a result of
          the use of the 3DP PERT, BMS agrees to

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       5
<PAGE>

          maintain a policy which requires its employees to record and maintain
          all data and information developed using the 3DP PERT in such a manner
          as to enable the Parties to use such records to establish the earliest
          date of invention and/or diligence to reduction to practice. At a
          minimum, the policy shall require such individuals to record all
          inventions generated by them in standard laboratory notebooks which
          are dated and corroborated by non-inventors on a regular,
          contemporaneous basis.

                                   ARTICLE 6

                        PATENT RIGHTS AND INFRINGEMENT

     6.1  Licensed Patent Rights. 3DP agrees to use commercially reasonable
          efforts to prepare, file, prosecute and maintain the Licensed Patent
          Rights, at 3DP's expense, in a manner deemed appropriate in 3DP's sole
          judgment. 3DP agrees to keep BMS materially advised of the status of
          all Licensed Patent Rights, upon reasonable written request from BMS.

     6.2  BMS Patent Rights. BMS shall provide 3DP with copies of all material
          correspondence with any patent authority, such that 3DP is apprised of
          the status of all patent rights filed by or granted to BMS and/or its
          Affiliates which are related to Improvements or to 3DP PERT, and under
          which 3DP has rights, according to the provisions of Section 2.2.

     6.3  Cooperation. Each Party agrees to endeavor in good faith to coordinate
          its efforts with the other Party in order to minimize or avoid
          interference with the patent prosecution or rights of the other Party
          with respect to patent rights under which the other Party has a
          license.

     6.4  Infringement by Third Parties. In the event that BMS becomes aware of
          any infringement by one or more Third Parties of any of the patent
          rights within Licensed Patent Rights, BMS shall promptly notify 3DP.
          3DP shall respond to any such infringement in a manner deemed
          appropriate by 3DP, in its sole judgment.

     6.5  Third Party Patent Rights. If any warning letter or other notice of
          infringement is received by a Party, or action, suit or proceeding is
          brought against a Party alleging infringement of a patent of any Third
          Party, with respect to operations under the Licensed Patent Rights,
          the Parties shall promptly discuss and decide what response is in the
          best interests of the Parties.

                                   ARTICLE 7

                                CONFIDENTIALITY

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       6
<PAGE>

     7.1  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for ten (10) years thereafter, either Party that
          receives Confidential Information (a "Receiving Party") from the other
          Party (a "Disclosing Party") shall keep, and shall take steps, not
          fewer than it takes to protects its own valuable, proprietary
          information, and not less than reasonable measures, to attempt to
          ensure that its officers, directors and employees keep, confidential,
          and shall not publish or otherwise disclose, and shall not use for any
          purpose (except as expressly permitted hereunder) any Confidential
          Information (including without limitation, Know-how) furnished to it
          by its Disclosing Party pursuant to this Agreement.

     7.2  Written Assurances and Permitted Uses of Confidential Information.

          7.2.1     The Receiving Party may disclose the Disclosing Party's
                    Confidential Information to the extent the Receiving Party
                    is compelled to disclose such information by a judicial or
                    administrative authority of competent jurisdiction,
                    including but not limited to submitting information to tax
                    authorities or to comply with any discovery or similar
                    request for production of documents in litigation or similar
                    alternative dispute resolution proceedings, provided
                    however, that in such case, the Receiving Party shall timely
                    give notice to the Disclosing Party so that the Disclosing
                    Party may seek a protective order or other remedy from said
                    authority. In any event, the Receiving Party shall disclose
                    only that portion of the Confidential Information that, in
                    the opinion of its legal counsel, is legally required to be
                    disclosed, and will exercise reasonable efforts to ensure
                    that any such information so disclosed will be accorded
                    confidential treatment by said court or tribunal.

          7.2.2     To the extent reasonably necessary or appropriate to fulfill
                    its obligations or exercise its rights hereunder, a Party
                    may disclose Confidential Information received from the
                    other Party to one or more of its Affiliates, on a need-to-
                    know basis, on condition that each such Affiliate agrees to
                    keep such Confidential Information confidential under
                    equivalent conditions required of its parent Party.

          7.2.3     The existence and the terms and conditions of this Agreement
                    which the Parties have not specifically agreed to disclose
                    pursuant to this Section 7.2, shall be treated by each Party
                    as Confidential Information of the other Party.

          7.2.4     To the extent that it is reasonably necessary or appropriate
                    to fulfill its obligations to comply with the rules
                    controlling disclosure of material information during patent
                    examination, either Party may disclose Confidential
                    Information received from the other Party to the applicable
                    patent authority.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       7
<PAGE>

     7.3  Publications. At least forty-five (45) days prior to submitting a
          manuscript that contains a reference to or details of the 3DP PERT or
          any Improvements for publication, BMS shall provide 3DP with such
          manuscript for 3DP's reasonable review. BMS shall also promptly
          provide 3DP with any updates or revisions to such manuscript. 3DP will
          review each manuscript in a timely manner and shall release such
          manuscript(s) to BMS, or may request BMS to make amendments or
          substitutions to the manuscript, in order to delete 3DP's Confidential
          Information. BMS will honor 3DP's reasonable request for such
          amendment or substitution.

     7.4  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          financing activities; provided, however, any such recipient of such
          Confidential Information shall agree in writing to keep such terms
          confidential for the same time periods and to an equivalent extent as
          3DP is required to keep Confidential Information confidential under
          this Agreement. Furthermore, BMS acknowledges that 3DP may be
          obligated to disclose terms of this Agreement and make public a copy
          of this Agreement in the event it files a registration statement with
          respect to its shares or it becomes a public company as required by
          applicable U.S. law; provided however, the terms of this Agreement and
          the copy submitted to the applicable governmental agency shall be
          redacted such that the extent of any such disclosure shall be limited
          to that which in the reasonable opinion of 3DP's legal counsel is
          legally required to be disclosed.

                                   ARTICLE 8

                        REPRESENTATIONS AND WARRANTIES

     8.1  Authority. Each Party represents and warrants that it has the full
          right, power and authority to execute, deliver and perform its
          obligations pursuant to this Agreement, this Agreement has been duly
          executed by such Party, and it constitutes a legal, valid and binding
          obligation of such Party, enforceable in accordance with its terms.

     8.2  No Conflicts. Each Party represents and warrants that the execution,
          delivery and performance of this Agreement does not conflict with, or
          constitute a breach or default under any of its charter or
          organizational documents, any law, order, judgment or governmental
          rule or regulation applicable to it, or any material agreement,
          contract, commitment or instrument to which it is a party.

     8.3  Intellectual Property. 3DP represents and warrants that Exhibit A is
          accurate and complete, and identifies all patent rights owned by 3DP,
          as of the Effective Date, which are believed necessary for the use of
          the methods and technology claimed in the Licensed Patent Rights, in
          accordance with the license granted hereunder. 3DP further warrants
          that it has not received notice of any claim by a Third Party, which
          asserts that the practice of the 3DP PERT, as anticipated in

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       8
<PAGE>

          this Agreement, would infringe any claim of any valid, enforceable
          United States, Canadian or the applicable patent of a country in the
          European Union. 3DP has not conducted, and is not obliged to conduct,
          either a search for, or an analysis of, United States or Canadian
          patents, and/or patents to any countries in the European Patent
          Community that may be infringed by the use of the 3DP PERT.

     8.4  Disclaimer of Warranties. 3DP MAKES NO REPRESENTATIONS AND EXTENDS NO
          WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
          RESPECT TO THE LICENSED PATENT RIGHTS OR OTHERWISE TO THE 3DP PERT,
          INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE 9

                             TERM AND TERMINATION

     9.1  Term. This Agreement shall commence upon the Effective Date and shall
          expire upon the expiration of all of the last-to-expire of the patents
          within the Licensed Patent Rights.

     9.2  For Any Reason. BMS may terminate this Agreement for any reason by
          providing 3DP sixty (60)-days written notice.

     9.3  Termination for Material Breach. The failure by a Party to comply with
          any of the material obligations contained in this Agreement shall
          entitle the other Party to give notice to the allegedly breaching
          Party to have the default cured. If (i) such default is not cured
          within sixty (60) days after the receipt of such notice, or (ii) such
          default is not susceptible to cure within sixty (60) days after such
          notice (unless such default, by its nature, is incurable, in which
          case the Agreement may be terminated immediately by notice), or (iii)
          diligent and ongoing steps are not taken to cure, if by its nature
          such default could not be cured within sixty (60) days, the notifying
          Party shall be entitled, without prejudice to any of its other rights
          conferred on it by this Agreement, and in addition to any other
          remedies that may be available to it, to terminate this Agreement,
          provided, however, that such right to terminate shall be stayed in the
          event that, during such sixty (60) day period, the Party alleged to
          have been in default shall have: (a) initiated arbitration in
          accordance with the provisions of Section 11.1, below, with respect to
          the alleged default, and (b) diligently and in good faith cooperated
          in the prompt resolution of such arbitration proceedings. Such rights
          to terminate will be in addition to, and without prejudice to the
          exercise of, any other remedies available in law or equity.

     9.4  No Waiver. The right of a Party to terminate this Agreement, as
          provided in Article 9, shall not be affected in any way by its waiver
          or failure to take action with respect to any prior default.

**   Certain portions of this Exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
     portions have been filed separately with the Commission

                                       9
<PAGE>

     9.5  Insolvency or Bankruptcy.

          9.5.1   Either Party may, in addition to any other remedies available
                  by law or in equity, terminate this Agreement by written
                  notice to the other Party in the event the latter Party shall
                  have become insolvent or bankrupt, or shall have an assignment
                  for the benefit of its creditors, or there shall have been
                  appointed a trustee or receiver of the other Party or for all
                  or a substantial part of its property, or any case or
                  proceeding shall have been commenced or other action taken by
                  or against the other Party in bankruptcy or seeking
                  reorganization, liquidation, dissolution, winding-up,
                  arrangement or readjustment of its debts or any other relief
                  under any bankruptcy, insolvency, reorganization or other
                  similar act or law of any jurisdiction now or hereafter in
                  effect, or there shall have been issued a warrant of
                  attachment, execution, restraint or similar process against
                  any substantial part of the property of the other Party, and
                  any such event shall have continued for ninety (90) days
                  undismissed, unbonded and undischarged.

          9.5.2   All rights and licenses granted under or pursuant to this
                  Agreement by BMS or 3DP are, and shall otherwise be deemed to
                  be, for purposes of Section 365(n) of the U.S. Bankruptcy
                  Code, licenses of right to "Intellectual Property," as defined
                  under Section 101 of the U.S. Bankruptcy Code. The Parties
                  agree that the Parties, as licensees of such rights under this
                  Agreement, shall retain and may fully exercise all of their
                  rights and elections under the U.S. Bankruptcy Code. The
                  Parties further agree that, in the event of the commencement
                  of a bankruptcy proceeding by or against either Party under
                  the U.S. Bankruptcy Code, the Party hereto which is not a
                  party to such proceeding shall be entitled to a complete
                  duplicate of (or complete access to, as appropriate) any such
                  intellectual property and all embodiments of such relevant
                  intellectual property, and same, if not already in their
                  possession, shall be promptly delivered to them (i) upon any
                  such commencement of a bankruptcy proceeding upon their
                  written request therefor, unless the Party subject to such
                  proceedings elects to continue to perform all of their
                  obligations under this Agreement, or (ii) if not delivered
                  under (i) above, upon the rejection of this Agreement by or on
                  behalf of the Party subject to such proceeding upon written
                  request therefor by a nonsubject Party.

     9.6  Survival of Obligations. The termination or expiration of this
          Agreement shall not relieve the Parties of any obligations accruing
          prior to such termination, and any such termination shall be without
          prejudice to the rights of either Party against the other. The
          provisions of Article 7, Section 8.4, Section 9.6, Section 9.7,
          Article 10, Article 11 and Article 12 (except Section 12.5) shall
          survive any termination of this Agreement.

     9.7  Return of Confidential Information. Upon termination or expiration of
          this Agreement, BMS will promptly return all 3DP Confidential
          Information

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      10
<PAGE>

          transferred to it under this Agreement, whether in oral, written,
          graphic or electronic form, and will cease all use of 3DP PERT;
          provided, however, that BMS shall thereafter continue to have all
          rights to use any information or results obtained by BMS from its use
          of 3DP PERT during the term of this Agreement.

                                  ARTICLE 10

                                INDEMNIFICATION

     10.1 Indemnification of 3DP. BMS shall indemnify and defend 3DP and its
          Affiliates, and the directors, officers, employees, agents and counsel
          of 3DP and such Affiliates, and the successors and assigns of any of
          the foregoing (the "3DP Indemnitees"), and hold the 3DP Indemnitees
          harmless from and against any and all losses resulting from any claim,
          suit or proceeding brought by one or more Third Parties against a 3DP
          Indemnitee, arising from or occurring as a result of BMS's use of 3DP
          PERT and/or its operations under the Licensed Patent Rights, or the
          discovery, evaluation, manufacture, import, use, offer for sale or
          sale of products developed in whole or in part through the use by BMS
          of 3DP PERT, except to the extent any such claim, suit or proceeding
          results from the breach of any of the provisions of this Agreement,
          gross negligence or willful misconduct of 3DP. It is understood by
          both Parties that the technology licensed hereunder is experimental,
          that BMS is experienced in the handling of and appropriate precautions
          to be practiced with experimental technology, and it will take all
          appropriate precautions to prevent death, personal injury, illness,
          and property damages related to the use thereof.

     10.2 Procedure. Any of the 3DP Indemnitees that intends to claim
          indemnification under this Article 10 shall promptly notify BMS (the
          "Indemnitor") in writing of any loss in respect of which the 3DP
          Indemnitee intends to claim such indemnification, and shall permit the
          Indemnitor to assume direction and control of the defense of the claim
          (including the selection of counsel and the sole right to settle it at
          the sole discretion of the Indemnitor, provided that such settlement
          does not impose any material obligation or detriment on the 3DP
          Indemnitee), and shall cooperate as requested (at the expense of the
          Indemnitor) in the defense of the claim; provided, however, that a 3DP
          Indemnitee shall have the right to retain its own counsel, with the
          fees and expenses to be paid by such 3DP Indemnitee. The failure to
          deliver written notice to the Indemnitor within a reasonable time
          after the commencement of any such action, if prejudicial to its
          ability to defend such action, shall relieve the Indemnitor of any
          liability to the 3DP Indemnitee under this Article 10. At the
          Indemnitor's request, the 3DP Indemnitee under this Article 10, and
          its employees and agents, shall cooperate fully with the Indemnitor
          and its legal representatives in the investigation of any loss covered
          by this indemnification and provide true, correct and complete
          information with respect thereto.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      11
<PAGE>

                                  ARTICLE 11

                              DISPUTE RESOLUTION

     11.1 Dispute Resolution. Any dispute concerning or arising out of this
          Agreement or concerning the existence or validity hereof, shall be
          determined by the following procedure:

          11.11   Both Parties understand and appreciate that their long term
                  mutual interest will be best served by affecting a rapid and
                  fair resolution of any claims or disputes which may arise out
                  of services performed under this Agreement or from any dispute
                  concerning the terms of this Agreement. Therefore, both
                  Parties agree to use their reasonable best efforts to resolve
                  all such disputes as rapidly as practicable on a fair and
                  equitable basis. Toward this end, both Parties agree to
                  develop and follow a process for presenting, rapidly
                  assessing, and settling claims on a fair and equitable basis
                  that takes into account the precise subject and nature of the
                  dispute.

          11.12   If any dispute or claim arising under this Agreement cannot be
                  readily resolved by the Parties pursuant to the process
                  described above, then the Parties agree to refer the matter to
                  a panel consisting of the Chief Executive Officer ("CEO") of
                  3DP, and the Senior Vice President of Early Discovery and
                  Applied Technology for BMS, or a comparable position selected
                  by either Party from time to time, for review and a non-
                  binding resolution. A copy of the terms of this Agreement,
                  agreed upon facts (and areas of disagreement), and concise
                  summary of the basis for each side's contentions will be
                  provided to both such officers who shall review the same,
                  confer, and attempt to reach a mutual resolution of the issue.

          11.13   If the matter has not been resolved utilizing the foregoing
                  process, and the Parties are unwilling to accept the non-
                  binding decision of the indicated panel, either or both
                  Parties may elect to pursue definitive resolution through
                  binding arbitration, which the Parties agree to accept in lieu
                  of litigation or other legally-available remedies (with the
                  exception of injunctive relief where such relief is necessary
                  to protect a Party from irreparable harm pending the outcome
                  of any such arbitration proceeding). Binding arbitration shall
                  be settled in accordance with the Commercial Arbitration Rules
                  of the American Arbitration Association by a panel of three
                  arbitrators chosen in accordance with these Rules. This
                  Agreement shall be governed by and construed in accordance
                  with the substantive laws of the State of Delaware, without
                  regard to the conflicts of laws provisions of Delaware. The
                  arbitration will be held in Wilmington, Delaware. Judgment
                  upon the award rendered may be entered in any court having
                  jurisdiction and the Parties hereby consent to the said
                  jurisdiction and venue, and further irrevocably waive any
                  objection which either Party may have now or hereafter to the
                  laying of venue of any

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      12
<PAGE>

                  proceedings in said courts and to any claim that such
                  proceedings have been brought in an inconvenient forum, and
                  further irrevocably agree that a judgment or order in any such
                  proceeding shall be conclusive and binding upon the Parties
                  and may be enforced in the courts of any other jurisdiction.

                                  ARTICLE 12

                                 MISCELLANEOUS

     12.1 Entire Agreement. This Agreement, and the DiscoverWorks(TM) Drug
          Discovery Collaboration Agreement, the DiscoverWorks(TM) Nonexclusive
          License and Purchase Agreement, and the GPCR License and User
          Agreement, all entered into simultaneously with this Agreement,
          constitute and contain the entire understanding and agreement of the
          Parties respecting the subject matters of these respective agreements,
          and cancel and supersede any and all prior negotiations,
          correspondence, understandings and agreements between the Parties,
          whether oral or written, regarding such subject matters.

     12.2 Further Actions. Each Party agrees to execute, acknowledge and deliver
          such further instruments and to do all such other acts as may be
          necessary or appropriate in order to carry out the purposes and intent
          of this Agreement.

     12.3 Binding Effect. This Agreement and the rights granted herein shall be
          binding upon and shall inure to the benefit of 3DP, BMS, and their
          permitted assigns.

     12.4 Assignment. Neither Party shall assign this Agreement without the
          prior written consent of the other Party; provided, however, that
          either Party may assign this Agreement without the prior written
          consent of the other Party in connection with the sale or transfer of
          substantially all of its assets that relate to this Agreement, or in
          the event of its merger or consolidation or change of control or
          similar transaction. Any permitted assignee shall assume all
          obligations of its assignor under this Agreement.

     12.5 Restrictions on Unsolicited Activities. In consideration of the
          licenses granted hereunder, BMS agrees that for the term of this
          Agreement, without the prior written consent of the board of directors
          of 3DP, neither BMS nor any of its respective Affiliates (including
          any person or entity directly or indirectly, through one or more
          intermediaries, controlling one of these entities, or controlled by
          one of these entities or under common control with one of these
          entities) will (i) purchase, offer or agree to purchase, or announce
          an intention to purchase, directly or indirectly, any securities or
          assets of 3DP; (ii) make, or in any way participate, directly or
          indirectly, in any "solicitation" of "proxies" to vote or "consents"
          (as such terms are used in the rules and regulations of the Securities
          and Exchange Commission), or seek to advise or influence any person
          with respect to the voting of any voting securities of 3DP or any
          Affiliate thereof; (iii)

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      13
<PAGE>

            initiate or support, directly or indirectly, any stockholder
            proposal with respect to 3DP; (iv) directly or indirectly make any
            public announcement with respect to, or submit a proposal for, or
            offer of (with or without conditions) any extraordinary transaction
            involving 3DP or its securities or assets, or any Affiliate thereof,
            or of any successor to or person in control of 3DP or any of its
            businesses, or any assets of 3DP any Affiliate or division thereof,
            or of any such successor or controlling person; or (v) form, join or
            in any way participate in a "group" as defined in Section 13(d)(3)
            of the Exchange Act in connection with any of the foregoing. Nothing
            contained in this Section 12.5 shall prohibit the ownership by BMS
            of up to 1% of any class of securities of 3DP which are registered
            pursuant to the Exchange Act.

     12.6   No Implied Licenses. No rights to any other patents, Know-how or
            technical information, or other intellectual property rights, other
            than as explicitly identified herein, are granted or deemed granted
            by this Agreement. No right, expressed or implied, is granted by
            this Agreement to a Party to use in any manner the name or any other
            trade name or trademark of the other Party in connection with the
            performance of this Agreement.

     12.7   No Waiver. No waiver, modification or amendment of any provision of
            this Agreement shall be valid or effective unless made in writing
            and signed by a duly authorized officer of each Party. The failure
            of either Party to assert a right hereunder or to insist upon
            compliance with any term or condition of this Agreement shall not
            constitute a waiver of that right or excuse a similar subsequent
            failure to perform any such term or condition.

     12.8   Force Majeure. The failure of a Party to perform any obligation
            under this Agreement by reason of acts of God, acts of governments,
            riots, wars, strikes, accidents or deficiencies in materials or
            transportation or other causes of a similar magnitude beyond its
            control shall not be deemed to be a breach of this Agreement.

     12.9   Independent Contractors. Both Parties are independent contractors
            under this Agreement. Nothing contained in this Agreement is
            intended nor is to be construed so as to constitute 3DP or BMS as
            partners or joint venturers with respect to this Agreement. Neither
            Party shall have any express or implied right or authority to assume
            or create any obligations on behalf of or in the name of the other
            Party or to bind the other Party to any other contract, agreement,
            or undertaking with any Third Party.

     12.10  Notices and Deliveries. Any formal notices, request, delivery,
            approval or consent required or permitted to be given under this
            Agreement shall be in writing and shall be deemed to have been
            sufficiently given when it is received, whether delivered in person,
            transmitted by facsimile with contemporaneous confirmation,
            delivered by registered letter (or its equivalent) or delivered by
            overnight courier service (receipt required), to the Party to which
            it is directed at its address shown

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      14
<PAGE>

            below or such other address as such Party shall have last given by
            notice to the other Parties.

            If to BMS:

            Bristol-Myers Squibb Company
            Route 206 & Province Line Road
            P.O. Box 4000
            Princeton, New Jersey 08543
            ATTN: Vice President and Senior Counsel
                  Pharmaceutical Research Institute


<TABLE>
<CAPTION>
            If to 3DP:                                 with a copy to:
            <S>                                        <C>
            3-Dimensional Pharmaceuticals, Inc.        Morgan, Lewis & Bockius LLP
            Eagleview Corporate Center                 502 Carnegie Center
            665 Stockton Drive, Suite 104              Princeton, New Jersey 08540
            Exton, PA  10341
            ATTN: Chief Executive Officer              ATTN: Randall B. Sunberg, Esq.
</TABLE>

     12.11  Public Announcements. The Parties shall consult with each other and
            reach mutual written agreement before making any public announcement
            concerning this Agreement or its subject matter. Notwithstanding the
            foregoing, the Parties may disclose the existence and general nature
            of this Agreement and may make disclosures for purposes of
            satisfying legal and regulatory requirements in accordance with
            Article 6; however, neither Party shall use the name of the other
            Party for promotional purposes.

     12.12  Headings. The captions to the sections in this Agreement are not a
            part of this Agreement, and are included merely for convenience of
            reference only and shall not affect its meaning or interpretation.

     12.13  Severability. If any provision of this Agreement becomes or is
            declared by a court of competent jurisdiction to be illegal,
            unenforceable or void, this Agreement shall continue in full force
            and effect without said provision, so long as the Agreement, taking
            into account said voided provision(s), continues to provide the
            Parties with the same practical economic benefits as the Agreement
            containing said voided provision(s) did on the Effective Date. If,
            after taking into account said voided provision(s), the Parties are
            unable to realize the practical economic benefit contemplated on the
            Effective Date, the Parties shall negotiate in good faith to amend
            this Agreement to reestablish the practical economic benefit
            provided the Parties on the Effective Date.

     12.14  No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF
            ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      15
<PAGE>

            PARTY OR ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR
            CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT,
            NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT
            LIMITED TO, LOSS OF PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS OF
            ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OTHER DAMAGES.

     12.15  Applicable Law. This Agreement shall be governed by and interpreted
            in accordance with the laws of the State of Delaware, without
            reference to its conflicts of laws provisions.

     12.16  Advice of Counsel. BMS and 3DP have each consulted with counsel of
            their choice regarding this Agreement, and each acknowledges and
            agrees that this Agreement shall not be deemed to have been drafted
            by one party or another and will be construed accordingly.

     12.17  Counterparts. This Agreement may be executed in counterparts, or
            facsimile versions, each of which shall be deemed to be an original,
            and both of which together shall be deemed to be one and the same
            agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the Effective Date, each copy of
which shall for all purposes be deemed to be an original.


<TABLE>
<CAPTION>
3-DIMENSIONAL PHARMACEUTICALS, INC.               BRISTOL-MYERS SQUIBB COMPANY
<S>                                               <C>

By:  /s/ David C. U'Prichard                      By:   /s/ Marilyn Hartig

Name:  David C. U'Prichard, Ph.D.                 Name:  Marilyn Hartig, Ph.D.

Title: Chief Executive Officer                    Title:  VP, External Sciences
                                                           & Technology
</TABLE>

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      16
<PAGE>

                                   EXHIBIT A
                                   ---------

                               Licensed Patents
                               ----------------

[**].

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      17