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                                                                    Exhibit 10.6

                  February 12, 1999
                  -------------------------------------------

                            GEMINI RESEARCH LIMITED

                                    - and -

                        LARGE SCALE BIOLOGY CORPORATION

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

                            COLLABORATION AGREEMENT

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                Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission

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                               Table of Contents

1. Definitions ............................................................    1
2. Management of the Research Programme ...................................   12
3. Conduct of the Research Programme ......................................   15
4. Funding of the Research Programme ......................................   20
5. Intellectual Property - Ownership ......................................   20
6. Intellectual Property - Licences .......................................   20
7. Further Collaboration ..................................................   21
8. Payments ...............................................................   22
9. Intellectual Property - third party rights .............................   25
10. Warranties and Liability ..............................................   26
11. Confidentiality .......................................................   28
12. Term and Termination ..................................................   31
13. Consequences of Termination ...........................................   31
14. Assignment/Sub-Contracting ............................................   32
15. Force Majeure .........................................................   33
16. Governing Law .........................................................   33
17. Jurisdiction ..........................................................   34
18. Waiver ................................................................   35
19. Severance Of Terms ....................................................   35
20. Entire Agreement/Variations ...........................................   36
21. Notices ...............................................................   36
22. Counterparts ..........................................................   38
23. EC Notification .......................................................   38
24. This Agreement Not To Constitute A Partnership ........................   39
25. Costs .................................................................   39
26. Announcements .........................................................   39
      SCHEDULE 1 ..........................................................    1
      SCHEDULE 2 ..........................................................    2
      SCHEDULE 3 ..........................................................    3
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THIS AGREEMENT the 12th day of February, 1999
BETWEEN:

(1)    GEMINI RESEARCH LIMITED whose principal place of business is at 162
       Science Park, Milton Road, Cambridge CB4 4GH, UK ("Gemini"); and

(2)    LARGE SCALE BIOLOGY CORPORATION whose principal place of business is at
       9620 Medical Center Drive, Rockville, MD 20850, USA ("LSB").

WHEREAS:

(A)    Gemini is a biotechnology company which has collected, analysed and
       interpreted phenotypic and genotypic human data and has created a
       cross-relational integrated database of such information known as
       PHENOBASE(TM).

(B)    LSB is a biotechnology company which specializes in protein analysis
       utilising its proprietary * technology.

(C)    Gemini and LSB have agreed to collaborate in (i) the protein analysis and
       linkage of proteins to disease phenotypes using data and samples
       collected from identical twins and (ii) the subsequent exploitation of
       any identified targets for use in the diagnosis and therapy of certain
       specified diseases under the terms of this Agreement.

IT IS NOW AGREED AS FOLLOWS:

1. Definitions

1.1    In this Agreement the following definitions shall apply unless the
       context requires otherwise:


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             Material has been separately filed with the Commission
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       1.1.1  "Affiliate" - any company, partnership or other entity which
              directly or indirectly Controls, is Controlled by or is under
              common Control with, either Party including as a Subsidiary or
              Holding Company.

       1.1.2  "Agreement" - this agreement and any and all schedules, appendices
              and other addenda to it as may be varied from time to time in
              accordance with the provisions of this agreement.

       1.1.3  "Business Day" - 9:30am to 5:30pm on a day other than a Saturday,
              Sunday, bank or other public holiday in England, Wales and in the
              USA.

       1.1.4  "Cash Compensation" - any signature fees, licence fees, milestone
              payments and royalties or equity payments received by either Party
              pursuant to the rights granted under this Agreement. By way of
              example, and without limitation, Cash Compensation shall not
              include payments made to either Party by sub-licensees for
              research, development or supply of materials or products provided
              that any agreements covering such payments are made on an
              arms-length basis on market terms therefor. For the avoidance of
              doubt, Cash Compensation shall exclude any fees paid in relation
              to access to any LSB database that may contain Programme Know How.

       1.1.5  "Commencement Date" - the date of execution of this Agreement by
              the Parties.

       1.1.6  "Competent Authority" - any national, state or local agency,
              authority, department, inspectorate, minister, ministry official,
              parliament or public or statutory person (whether autonomous or
              not) of any government of any country having jurisdiction over any
              of the activities contemplated by this Agreement or the Parties
              including the European Commission, The Court of First Instance and
              the European Court of Justice.


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       1.1.7  "Confidential Information" - in the case of obligations on LSB.
              Confidential Information shall mean Gemini Data and Programme IP,
              in the case of obligations on Gemini, Confidential Information
              shall mean LSB Know How and Programme IP and in the case of Gemini
              and LSB shall mean trade secrets or confidential information
              relating to the business affairs or finances of the other supplied
              or otherwise made available to them or coming into their
              possession in relation to the performance of this Agreement.

       1.1.8  "Control" - means the ownership of more than 50% of the issued
              share capital or the legal power to direct or cause the direction
              of the general management and policies of the Party in question.

       1.1.9  "Deductibles" - deductions from Cash Compensation as mutually
              agreed by the Parties.

       1.1.10 "Diagnostic Products" - any probe or other research tool or
              product, device or service with utility in the diagnosis,
              prognosis, prediction or ongoing measurement of disease status of
              a disease within the Field which in such case incorporates or
              measures the abundance, state of structure of a Target and which
              is, or the method or a component of the method that was used to
              identify the activity of which is either:

              (a)    covered by Valid Claims of Programme Patent Rights; or

              (b)    is not covered by Valid Claims of Programme Patent Rights
                     but otherwise utilises Programme Know-How or Programme
                     Materials.

       1.1.11 "Disclosing Party" - a Party which discloses Confidential
              Information to another Party.

       1.1.12 "Documents" - reports, research notes, charts, graphs, comments,
              computations, analyses, recordings, photographs, paper, notebooks,
              books, files, ledgers, records, tapes, discs, diskettes, CD-ROM,
              computer programs and documents thereof, computer information


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              storage means, samples of material, other graphic or written data
              and any other media on which Know How can be temporarily or
              permanently stored.

       1.1.13 "Field" - the following diseases:

              *

       1.1.14 "First Commercial Sale" - the first commercial sale by LSB or its
              sub-licensees or by Gemini and its sub-licensees in any country of
              Product after grant of required Marketing Authorisation and
              pricing approval has been granted by the appropriate Regulatory
              Authority or other Competent Authority.

       1.1.15 "Force Majeure" - in relation to any Party any event or
              circumstance with is beyond the reasonable control of the Party
              which event or circumstance that Party could not reasonable by
              expected to have taken into account at the date of this Agreement
              and which results in or causes the failure of that Party to
              perform any or all of its obligations under this Agreement
              including act of God, lightning, fire, storm, flood, earthquake,
              accumulation of snow or ice, lack of water arising from weather or
              environmental problems, strike, lockout or other industrial or
              student disturbance, act of the public enemy, war declared or
              undeclared, threat of war, terrorist act, blockade,


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               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission
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              revolution, riot, insurrection, civil commotion, public
              demonstration, sabotage, act of vandalism, prevention from or
              hindrance in obtaining in any way materials, energy or other
              supplies, explosion, fault or failure of plant or machinery (which
              could not have been prevented by Good Industry Practice), Legal
              Requirement governing either Party provided that lack of funds
              shall not be interpreted as a cause beyond the reasonable control
              of that Party.

       1.1.16 "Gemini Data" - all non-genetic data within PHENOBASE(TM) related
              to the Samples to the extent and only insofar as such data relates
              to the Field.

       1.1.17 "Insolvency Event" - in relation to either Party, means any one of
              the following:

              (a)    a notice shall have been issued to convene a meeting for
                     the purpose of passing a resolution to wind up that Party
                     or such a resolution shall have been passed other than a
                     resolution for the solvent reconstruction or reorganisation
                     of that Party or for the purpose of inclusion of any part
                     of the share capital of that Party in the Official List of
                     the London Stock Exchange or in the list of the American
                     Stock Exchange or quotation of the same on the National
                     Association of Securities Dealers Automated Quotation
                     System or an application by that Party for registration as
                     a public company in accordance with the requirements of the
                     Companies Act 1985 (U.K.); or

              (b)    a resolution shall have been passed by that Party's
                     directors to seek a winding up or administration order or a
                     petition for a winding up or administration order shall
                     have been presented against that Party or such an order
                     shall have been made; or

              (c)    a receiver, administrative receiver, receiver and manager,
                     interim receiver, custodian, sequestrator or similar
                     officer is


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                     appointed in respect of that Party or over a substantial
                     part of its assets or any third party takes steps to
                     appoint such an officer in respect of that Party or an
                     encumbrancer takes steps to enforce or enforces its
                     security; or

              (d)    a proposal for a voluntary arrangement shall have been made
                     in relation to that Party under Part I Insolvency Act 1986
                     (U.K.); or

              (e)    a step or event shall have been taken or arisen outside the
                     United Kingdom which is similar or analogous to any of the
                     steps or events listed at (a) to (d) above; or

              (f)    that Party takes any step (including starting negotiations)
                     with a view to readjustment, rescheduling or deferral of
                     any part of that Party's indebtedness, or proposes or makes
                     any general assignment, composition or arrangement with or
                     for the benefit of all or some of that Party's creditors or
                     makes or suspends or threatens to suspend making payments
                     to all or some of that Party's creditors or the Party
                     submits to any type of voluntary arrangement; provided,
                     however, that the provisions of this paragraph (f) are
                     subject to a threshold limit equalling the greater of US $
                     100,000 OR 5% of that Party's total liabilities;

       1.1.18 "Joint Committee" or "JC" - the committee established pursuant to
              Clauses 2.1 and 2.2.

       1.1.19 "Know How" - unpatented technical and other information which is
              not in the public domain including information comprising or
              relating to concepts, discoveries, data designs, formulae, ideas,
              information relating to Material, inventions, 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,


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              specifications and techniques), laboratory records, chemical,
              pharmacological, toxicological, clinical, analytical and quality
              control data, trial data, case report forms, data analyses,
              reports, manufacturing data or summaries and information continued
              in submissions to an information from ethical committees and
              regulatory authorities. Know How includes Documents containing
              Know-How. The fact that an item is known to the public shall not
              be taken to exclude the possibility that a compilation including
              the item, and/or a development relating to the item, is (as
              remains) not known to the public. Know How includes any rights
              including copyright, database or design rights protecting such
              Know-How.

       1.1.20 "Legal Requirement" - any present or future law, regulation,
              directive, instruction, direction or rule any Competent Authority
              or Regulatory Authority including any amendment extension or
              replacement thereof which is from time to time in force.

       1.1.21 "LSB" - LSB and its Affiliates from to time.

       1.1.22 "LSB Know How" - the know How available to LSB at the Commencement
              Date or during the period of this Agreement relating to *

       1.1.23 "Major Markets" - *

       1.1.24 "Marketing Authorisation" - any approval required from a
              Regulatory Authority to market and sell a Product in any country.

       1.1.25 "Material" - any chemical or biological substances whatsoever.

       1.1.26 "Net Profit" - Cash Compensation less Deductibles.


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               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission
<PAGE>

              doubt, Programme Know How shall not include the Gemini Data
              itself.

       1.1.27 "Net Sales" - with respect to Product, the gross amount invoiced
              by either Party to unrelated third parties for such Products less:

              (a)    quantity, trade and/or cash discounts actually granted.

              (b)    amounts repaid or credited and allowances including cash,
                     credit or free good allowances, given by reason of
                     chargebacks, retroactive price reductions or billing errors
                     and rebates (including government-mandated rebates),
                     actually allowed or paid.

              (c)    amounts refunded or credited for Product which was
                     recalled, rejected, spoiled, damaged, outdated or returned.

              (d)    freight, shipment and insurance costs incurred transporting
                     Product to a third party purchaser.

              (e)    taxes, tariffs, customs duties and surcharges and other
                     governmental charges incurred in connection with the sale,
                     exportation or importation of Product.

       The transfer of Product by LSB or one of its Affiliates to another
       Affiliate shall not be considered a sale. In such cases Net Sales shall
       be determined based on the invoiced sale price by the Affiliate to the
       first third party trade purchaser, less the deductions allowed under this
       Clause.

       Upon the sale or other disposal of Product other than in a bona fide arms
       length transaction exclusively for money or upon any use of Product for
       purposes which do not result in a disposal of that Product in
       consideration of sales revenue customary in the country of use for that
       sale, other disposal or use shall be deemed to constitute a sale at the
       relevant open market price in the country in which the sale, other
       disposal or use occurs, or, if that price is not ascertainable, a
       reasonable price assessed on an arms length basis for the goods or
       services provided in exchange of the supply. Disposal of Product for,


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       or use of Product in, clinical or pre-clinical trials or as free samples,
       such samples to be in quantities common in the industry for this sort of
       Product, shall not give rise to any deemed sale under this Clause.

       Such amounts shall be determined from the books and records of LSB or
       Gemini, as the case may be, maintained in accordance with GAAP,
       consistently applied.

       1.1.28 "Parties" - Gemini and LSB.

       1.1.29 "Patent Rights" - patent applications and patents, author
              certificates, inventor certificates, utility certificates,
              improvements patents and models and certificates of addition and
              all foreign counterparts of them, including any divisional
              applications and patents, refilings, renewals, continuations,
              continuations-in-part, patents of addition, extensions, reissues,
              substitutions, confirmations, registrations, revalidation and
              additions of or to any of them, as well as any supplementary
              protection certificates and equivalent protection rights in
              respect of any of them.

       1.1.30 "PHENOBASE(TM)" - the cross-relational integrated database owned
              by Gemini which contains data arising from the analysis and
              interpretation of phenotypic and genotypic human data obtained
              from collections of human blood, serum and urine samples.

       1.1.31 "Product(s)" - a Diagnostic Product or a Therapeutic Product.

       1.1.32 "Programme IP" - Programme Know How, Programme Material and
              Programme Patent Rights.

       1.1.33 "Programme Know How" - Know How conceived, generated or developed
              by or on behalf of LSB or by or on behalf of Gemini under the
              Research Programme relating to the proteins contained in Samples
              and/or the linkage analysis of said proteins to the non-genetic
              information comprised in PHENOBASE(TM). For the avoidance of


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              doubt, Programme Know How shall not include the Gemini Data itself
              or improvements in LSB Know How.

       1.1.34 "Programme Material" - Materials generated or developed by or on
              behalf of LSB or by or on behalf of Gemini under the Research
              Programme but for the avoidance of doubt excluding the Samples;

       1.1.35 "Programme Patent Rights" - any Patent Rights claiming or covering
              or otherwise based on inventions forming part of Programme Know
              How or inventions comprised in Programme Materials.

       1.1.36 "Quarter" - each period of three months ending on 31 March, 30
              June, 30 September or 31 December and "Quarterly" shall be
              construed accordingly.

       1.1.37 "Recipient Party" - a Party which receives Confidential
              Information from another Party.

       1.1.38 "Regulatory Authority" - shall mean any national, supranational
              (e.g., the European Commission, the Council of the European Union,
              the European Agency for the Evaluation of Medicinal Products or
              the FDA), regional, state or local regulatory agency, department,
              bureau, commission, council or other governmental entity in each
              country of the territory involved in the granting of Marketing
              Authorisation for the Product.

       1.1.39 "Relevant Material" - all documents or other material in the
              possession or control of the furnishing party which are relevant
              to matters in dispute in the arbitration with the exception of
              communications to and from lawyers admitted to practice law or
              practising law (whether or not employed by a party) for the
              purpose of obtaining and giving legal advice.

       1.1.40 "Research Programme" - the 12 month programme of work to be
              conducted by the Parties hereunder involving the protein analysis
              of the Samples using the LSB Know How and linkage of resulting


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              protein data to the non-genetic information available on the
              Samples comprised in PHENOBASE(TM) with a view to the generation
              and validation of Targets, an outline of which is set out in
              Schedule 2 and the detail of which shall be determined by JC from
              time to time.

       1.1.41 "Samples" - * samples * from identical twins collected and stored
              by Gemini and in Gemini's possession, custody or control as may be
              supplied by Gemini pursuant to this Agreement.

       1.1.42 "Subsidiary or Holding Company" - the meaning ascribed to those
              expressions by Section 736 of the Companies Act 1985 (as amended).

       1.1.43 "Target" - a protein discovered by LSB or Gemini, pursuant to the
              Research Programme *.

       1.1.44 "Therapeutic product" - shall mean any Protein Product or Protein
              Derivative Product with utility in the therapy of a disease within
              the Field and which incorporates a Target which is, or the method
              or a component of the method that was used to identify the
              activity of which is covered by a Valid Claim of Programme Patent
              Rights or which utilises Programme Know How or Programme
              Materials.

              (a)    "Protein Product" shall mean a product consisting of any
                     variant of a protein associated with a disease within the
                     Field.

              (b)    "Protein Derivative Product" shall mean a product that is
                     any naturally occurring truncation, mutation and/or variant
                     or functionally active non-naturally occurring peptide
                     and/or protein variant of a Protein Product.

       1.1.45 "Valid Claim" - shall mean either:


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              (a)    a claim of an issued and unexpired patent included within
                     Patent Rights, which as not been held permanently revoked,
                     unenforceable or invalid by a decision of a court or other
                     governmental agency of competent jurisdiction, unappealable
                     or un-appealed within the time allowed for appeal, and
                     which has not been admitted to be invalid or unenforceable
                     through reissue of disclaimer or otherwise; or

              (b)    a claim of a pending patent application included within
                     Patent Rights which claim was filed and is being prosecuted
                     in good faith and has not been abandoned or finally
                     disallowed without the possibility of appeal or refiling of
                     the application.

       1.1.46 "Year" - twelve (12) months commencing 1 January and ending on 31
              December.

2.     Management of the Research Programme

2.1    With effect from the Commencement Date the Parties shall establish a
       Joint Committee which shall manage and oversee the Research Programme and
       which shall liase in relation to the identification, optimisation,
       development and commercialisation of Products. The principal objective of
       the Research Programme is to identify Targets at the earliest
       opportunity. The existence of the Joint Committee shall survive the
       Research Programme and thereafter shall provide a forum for liaison
       concerning the identification and optimisation of Product candidates and
       the development and implementation of a commercialisation strategy
       designed to ensure maximum worldwide sales of such Products. The Joint
       Committee shall have the following specific functions and
       responsibilities:

       2.1.1  to hold meetings in person or by teleconference not less than once
              each Quarter during the period of the Research Programme and not
              less than once each year thereafter or more frequently upon the


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              reasonable request of either Party. Dates of meetings to be held
              in person shall be agreed by the Parties not less than 30 days
              beforehand;

       2.1.2  agree the detailed Research Programme based on the outline in
              Schedule 2 including establishing detailed work programmes and
              timetables;

       2.1.3  receive reports from the Parties on progress with the Research
              Programme and review the same;

       2.2.4  agree variations to the Research Programme;

       2.1.5  receive reports from LSB and, when applicable, from Gemini, on
              progress with the identification and optimisation of Product
              candidates and the development and implementation of a
              commercialisation strategy designed to ensure maximum world-wide
              sales of such Products;

       2.1.6  such other functions and responsibilities as it shall determine.

2.2    The Parties shall establish and run the Joint Committee as follows:

       2.2.1  The JC shall comprise four persons ("Members") and LSB and Gemini
              respectively shall be entitled to appoint two Members, to remove
              any Member appointed by it and to appoint any person to fill a
              vacancy arising from the removal or retirement of such Member. The
              initial members of the JC shall be as follows:

                  LSB Members             Gemini Members

                  Dr. N. Leigh Anderson   Mr. Steven Bryant
                  Dr. Sandra Steiner      Dr. Richard Keen

              LSB and Gemini respectively shall each notify the other in writing
              of the identities of their Members whenever a change occurs. Both
              sides shall use reasonable endeavours to keep an appropriate level
              of continuity in representation. Members may be represented at any


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              meeting by another person designated by the absent Member. Each
              meeting shall be chaired alternately by a Gemini Member and then a
              LSB Member. The chairman shall not have a tie-breaking vote.

       2.2.2  The quorum for meetings of the JC shall be two Members provided
              that there are at least one Member from each of LSB and Gemini
              present. During the Research Programme conclusions and decisions
              of the JC shall be made by unanimous agreement of the Members
              present and shall be minuted by or upon behalf of the Chairman who
              shall send a copy of the minutes of each JC meeting to both
              parties. Both during and following the Research Programme both
              parties will use their reasonable efforts to build consensus.
              Should it prove impossible to obtain such consensus the Parties
              shall discuss the position in good faith in an effort to resolve
              their differences and if it still does not prove possible to
              obtain agreement then any outstanding matters requiring resolution
              may be referred to the Chief Executive Officer of LSB or his
              nominee and the Chief Executive Officer of Gemini or his nominee
              for resolution who together shall use reasonable efforts to
              resolve such matters within 30 days of the date such matters are
              referred to them for resolution. In the absence of such agreement
              being reached either Party shall have the right to terminate this
              Agreement.

       2.2.3  The JC shall first meet within 20 Business Days following the
              Commencement Date and then in accordance with Clause 2.1. The
              venue for all meetings shall, in the absence of agreement to the
              contrary, alternate between the premises of the Parties. Each
              Party shall be responsible for its own expenses including travel
              and accommodation costs incurred in connection with JC meetings.

       2.2.4  The JC shall have power to invite persons whose special skills or
              influence might advance the Research Programme to attend and
              address meetings of the JC. For the avoidance of doubt it is
              agreed that such persons shall not be Members, shall not have a
              right to


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              participate in the decision making process of the JC and shall
              execute a non-disclosure agreement whose form shall be acceptable
              to both Parties.

3.     Conduct of the Research Programme

3.1    Within 20 days of the first meeting of the JC pursuant to Clause 2.2.3
       Gemini shall provide LSB with a quantity of * Samples * which have been
       collected and stored by Gemini and are in Gemini's possession custody or
       control as at the Commencement Date. The quantity of * Samples to be
       provided by Gemini shall depend upon the disease area and shall be
       determined by the JC at its first meeting pursuant to Clause 2.2.3.
       Unless agreed otherwise by Gemini in writing and at its sole discretion,
       the total number of identical twin pairs from whom such Samples may be
       provided to LSB shall not exceed *. At LSB's request Gemini shall also
       provide LSB with the corresponding * Samples from the same pairs of
       identical twins. LSB shall ensure that the Samples are stored in a secure
       place on LSB's premises in such storage conditions as are reasonably
       requested by Gemini.

3.2    LSB shall only use the Samples for the purpose of conducting protein
       analysis of such Samples within the Field using LSB's Know How and shall
       not use the Samples for any other purpose whatsoever. For the avoidance
       of doubt LSB shall not be permitted to utilise the Samples for any type
       of genetic or genomic analysis. Gemini shall only use the Programme Know
       How for the purpose of carrying out protein linkage analysis in relation
       to the non-genetic information comprised in PHENOBASE(TM) relating to the
       diseases in the Field, and shall not be permitted to use Programme Know
       How for any other purpose whatsoever.

3.3    Each Party shall carry out its part of the Research Programme as set out
       in this Agreement and as may be allocated to them by JC from time to
       time. Each Party shall use all reasonable endeavours to carry out the
       protein linkage


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<PAGE>

analyses to the non-genetic information available on the Samples comprised in
PHENOBASE(TM) relating to the diseases in the Field to be conducted as part of
the Research Programme as soon as reasonably practicable, including the exchange
of the results of said protein linkage analysis with the other Party. For the
avoidance of doubt it is declared and agreed that nothing in this Agreement
confers any right on LSB to have access to PHENOBASE(TM) or requires Gemini to
use the same for LSB outside the Field.

3.4    Neither Party shall sub-contract the whole or part of its part of the
       Research Programme without the consent of JC. If such consent is given
       the appointment of any sub-contractor shall be on the following terms:

       3.4.1  that the Party in question shall pay the funds identified for the
              work required from the sub-contractor;

       3.4.2  that as between such Party and the sub-contractor all results
              emerging from such work and any related intellectual property
              shall be owned by such Party;

       3.4.3  that the sub-contractor shall be obligated in terms the same as
              Clauses 11 and 14 of this Agreement.

3.5    Until conclusion of the Research Programme each Party ("Reporting Party")
       shall within 21 days of the end of each Quarter send a written report to
       the other Party and to its Members on JC which shall summarise in
       reasonable detail the progress achieved by the Reporting Party and its
       sub-contractors with the Research Programme during such Quarter and the
       results obtained.

3.6    During the period of the Research Programme any and all Targets generated
       or validated by LSB or Gemini shall be promptly disclosed to the JC. LSB
       shall as its own cost and expense by solely responsible for the filing,
       prosecution and maintenance of Programme Patent Rights and shall file and
       prosecute patent applications relating to Targets. LSB shall keep Gemini
       informed of all material developments in relation to Programme Patent
       Rights and shall supply Gemini at no less than 6-month intervals a status
       report of Programme Patent Rights. If at any time LSB proposes not to
       file or to abandon any Programme


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       Patent Rights it shall give written notice of this fact to Gemini giving
       Gemini the right to take over the filing prosecution and/or maintenance
       of the same. Such notice shall be given not less than 60 days prior to
       any critical date in relation to such Programme Patent Rights. If Gemini
       gives written notice to LSB exercising such right LSB shall assign the
       investion/patent application to Gemini and shall do all such acts and
       things and execute all such deeds and documents as are necessary to vest
       full right title and interest in such Programme Patent Rights in Gemini
       and to assign to Gemini the benefit and burden of any linked patent
       licences. Gemini shall be permitted to develop and commercialise Targets
       (and corresponding Products) falling within the Programme Patent Rights
       assigned to Gemini pursuant this Clause 3.6. If Gemini commercialises
       Product relating to Targets falling within the Programme Patent Rights
       assigned to it pursuant to this Clause 3.6, Gemini shall pay LSB *

3.7    Following conclusion of the Research Programme LSB shall devise a
       research and development strategy and plan for the identification,
       optimisation and development of Products relating to the Targets
       identified pursuant to the Research Programme. Within 120 days of the
       conclusion of the Research Programme LSB shall send a copy of such
       strategy and plan to JC and Gemini. The strategy and plan in relation to
       each such Target shall include at least the following elements:

       3.7.1  the development of a diagnostic Product, if appropriate, within *
              of the conclusion of the Research Programme which may include
              licensing out such development to a pharmaceutical company;

       3.7.2  the identification and optimisation of a Therapeutic Product in
              relation to at least one indication in the Field within * of the
              conclusion of the Research programme which may include licensing
              out such development of a pharmaceutical company.


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       3.7.3  the right for Gemini to take an assignment of all right title and
              interest in and to Programme IP relating to a particular Target if
              such Target is not subject to such a strategy and plan if Gemini
              proposes to undertake such a strategy and plan; provided, however,
              that (i) such assignment shall be made only to the extent that
              Programme IP relating to such Target is separable from other
              Programme IP, and (ii) LSB shall retain the right to use Programme
              Know How relating to such Target in the context of other Programme
              Know How not assigned pursuant to this 3.7.3. If Product is
              commercialised relating to such Target, Gemini shall pay LSB *.

3.8    In relation to each Target the subject of further research and
       development by LSB or its licensee LSB shall, at LSB's expense, use good
       faith reasonable efforts to develop and commercialise * and to maximise
       the revenues generated from sales of such Products in at least the Major
       Markets in either case by itself or any licensee.

3.9    Following twelve (12) months after the conclusion of the Research
       Programme and each anniversary thereafter, LSB or Gemini, as the case may
       be, shall within 21 days send a written report to the other Party and to
       its Members on JC which shall summarise in detail the progress achieved
       and results obtained by LSB or Gemini, as the case may be, and its
       sub-contractors in relation to any strategy and plan the subject of
       Clause 3.7.

3.10   If in Gemini's reasonable opinion LSB fails to comply with any of its
       diligence obligations under Clause 3.7 in relation to any such Product
       relating to a particular Target then Gemini shall have the right to give
       LSB written notice thereof stating in reasonable detail the particular
       failure(s). LSB shall have a period of ninety (90) days from the receipt
       of such notice to remedy the failure(s). If LSB fails to remedy the
       failure within such ninety (90) day period


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       Gemini shall have the sole and exclusive right to pursue
       commercialisation of such Product(s) either itself or through a licensee
       provided always that if such product is a Diagnostic Product LSB is not
       then commericialising a Therapeutic Product relating to the same Target
       or if such Product is a Therapeutic Product LSB is not commericialising a
       Diagnostic Product relating to the same Target. Such commericalisation
       shall occur on the following terms:

       3.10.1  LSB shall assign to Gemini all LSB's right title and interest
               in and to the Programme IP relating to the Target in question;
               provided, however, that (i) such assignment shall be made only
               to the extent that Programme IP relating to such Target is
               separable from other Programme IP, and (ii) LSB shall retain
               the right to use Programme Know How relating to such Target
               in the context of other Programme Know How.

       3.10.2  If Gemini commercialises such Product it shall pay LSB a royalty
               of * in relation to Product developed and sold directly by Gemini
               and a royalty of * where Product is developed or sold by a
               licensee of Gemini and the terms set out in Clauses 8.2 to 8.6
               inclusive and Clause 8.8 shall apply mutatis mutandis save that
               under Clause 8.4 Gemini shall pay LSB from a single source in
               the UK rather than in the US.

       3.10.3  If LSB has previously appointed a licensee of such Products
               Gemini shall enter into an agreement with such licensee granting
               them the rights to continue * * provided always that the licensee
               has not caused LSB's failure to comply with the diligence
               provisions.

       3.10.4  LSB shall cease to use the Programme IP and the Gemini Data in
               relation to such Product(s).

3.11   LSB shall promptly inform Gemini in writing of details of each Marketing
       Authorisation obtained by LSB in relation to Product and at the same time
       shall


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       send Gemini a copy of each such Marketing Authorisation. LSB shall
       promptly inform Gemini in writing of the occurrence of First Commercial
       Sale in each country. Gemini shall promptly inform LSB in writing of the
       occurrence of First Commercial Sale in each country of any Product which
       Gemini commercialises from Targets arising from the Research Programme.

3.12   If LSB wishes to add further disease(s) to the Field it shall so notify
       Gemini in writing stating the precise disease(s). Gemini shall consider
       such request in good faith and may in its absolute discretion agree or
       refuse to extend the Field of this Agreement to include the disease(s) in
       question by notice in writing to LSB.

4.     Funding of the Research Programme

4.1    Each Party shall be solely responsible for the cost of its part of the
       Research Programme.

5.     Intellectual Property - Ownership

5.1    Any and all Gemini Data is and shall remain owned by or licensed to
       Gemini and LSB achknowledges and agrees that any and all copyright, or
       other intellectual property rights subsisting in the Gemini Data shall
       remain the property of Gemini.

5.2    Any and all Programme IP shall vest in and be owned by LSB.

6.     Intellectual Property - Licences

6.1    Save as provided in Clauses 3.7.3, 3.10.1 and 3.11, Gemini hereby
       grants to LSB a worldwide non-exclusive licence to use the Gemini Data
       to identify Targets. LSB shall not have the right to sub-licence the
       same without the prior written consent of Gemini, such consent to be
       provided or refused at Gemini's sole and absolute discretion.


                                       20

<PAGE>

6.2    LSB shall be responsible for all payments due to Gemini under this
       Agreement as a result of the activities of LSB's Affiliates and
       sub-licensees. LSB shall ensure that any sub-licensee performs its
       financial obligations under that sub-licence and LSB indemnifies Gemini
       against all loss, damage, cost or expense which Gemini may incur as a
       result of failure by a sub-licensee of LSB to perform such obligations.

6.3    It is expressly understood that nothing in this Agreement shall be
       construed so as to grant any patent right or license to any LSB Know How
       and that all methods and technology arising from the Research Programme
       and relating to LSB Know How remain the sole and exclusive property of
       LSB.

7.     Further Collaboration

7.1    During the period of the Research Programme Gemini shall not either
       itself or through a third party undertake protein analysis of samples
       available to it from * using LSB Know How or other similar proteomics
       technology based on *.

7.2    Gemini hereby agrees that for a period of 6 months from the
       Commencement Date it shall pursue good faith negotiations with LSB for
       the purpose of agreeing terms for a further collaboration agreement
       relating to * and the identification, optimisation, development and
       commercialisation of Products arising therefrom.

7.3    Gemini agrees that during such 6 month negotiation period set out in
       Clause 7.2 it shall not enter into any negotiations with any other
       party for the purpose of establishing any collaborative arrangement or
       agreement in relation to * * or the identification development and
       commercialisation of products arising therefrom.


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7.4    If, following the six month period of good faith negotiations referred
       to in Clause 7.3, the Parties fail to reach agreement on such
       collaboration as is described in Clause 7.2, Gemini shall be free to
       pursue such a collaboration with a third party provided that where,
       during the twelve (12) month period following the expiry of such six
       month negotiation period, Gemini intends to enter into a collaboration
       with a third party it shall first notify LSB of the proposed terms of
       said third party collaboration and LSB shall have a period of one (1)
       month to accept such terms for establishing such a collaboration between
       Gemini and LSB. Should LSB decline to enter into such a collaboration
       under such terms proposed by said third party, then Gemini shall then
       be free to pursue such a collaboration with a third party.

7.5    During the term of the Research Programme LSB shall not use nor
       licence the use of the LSB Know How within the Field on or in relation
       to * other than the Samples.

8.     Payments

8.1    LSB shall pay to Gemini:

       8.1.1  a royalty of * in relation to Product developed and sold
              directly by LSB; and

       8.1.2  a royalty of * where Product is developed or sold by a licensee
              of LSB.

8.2    Royalties payable under Clauses 8.1 shall be payable on a country by
       country basis for the life of Programme Patent Rights in such country
       or 10 years from First Commercial Sale in such country whichever is
       the longer.

8.3    LSB shall make the payments due to Gemini under clause 8.1 at Quarterly
       intervals. Within 60 days of the end of each Quarter after First
       Commercial Sale in any country LSB shall prepare a statement which shall
       show on a country by country basis for the previous Quarter all monies
       due to Gemini under Clause 8.1. That statement shall include details of
       Net Sales and Net Profit broken down to show the country of the sales,
       the total Net Sales and Net


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       Profit in such country but in local currency and converted into US
       dollars and the numbers or other indication as to volume of Product sold.
       The statement shall be submitted to Gemini within 60 days of the end of
       the Quarter to which it relates together with remittance of the monies
       due to Gemini.

8.4    LSB shall pay royalties to Gemini from a single source in the US in
       pounds sterling. Such payments shall be made free and clear of and
       without deduction or deferment in respect of any disputes or claims
       whatsoever and/or as far as is legally possible in respect of any taxes
       imposed by or under the authority of any government or public authority.
       Any tax which LSB is required to pay or withhold with respect of licence
       fees and royalty payments to be made to Gemini hereunder shall be
       deducted from the amount otherwise due provided that, in regard to any
       such deduction, LSB shall give Gemini such assistance, which shall
       include the provision of such documentation as may be required by the UK
       Inland Revenue Authority and other revenue services, as may reasonably be
       necessary to enable Gemini to claim exemption therefrom or obtain a
       repayment thereof or a reduction thereof and shall upon request provide
       such additional documentation from time to time as is needed to confirm
       the payment of tax. The Parties acknowledge that as at the Commencement
       Date since payment to Gemini is from a single US source and that Gemini
       is a company resident in the UK (as set out in the provisions of the
       UK/US Double Taxation Treaty) as at the Commencement Date all qualifying
       payments will be able to benefit from the UK/US Double Taxation Treaty
       and accordingly, unless the law or practice is changed requiring a
       withholding to be made in practice, all sums paid to Gemini shall be paid
       gross free of deduction of withholding tax and each shall do all such
       acts and things as may be necessary or desirable to benefit from the
       aforesaid UK/US Double Taxation Treaty. For the avoidance of doubt it is
       declared and agreed that LSB shall be liable to pay Gemini the full
       amount of all royalties due notwithstanding any reason why monies in
       respect of any relevant sales cannot be remitted to the UK.

8.5    Where Product is sold in a currency other than pounds Sterling the rate
       of exchange to be used for converting such other currency into pounds
       Sterling


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<PAGE>
       shall be the average rate at which such other currency can be sold for
       pounds Sterling prevailing in London at the close of business on the last
       working date for the period for which payment is to be made.

8.6    LSB shall keep and shall procure that its sub-licensees keep true and
       accurate records and books of account containing all data necessary for
       the calculation of the amounts payable by it to Gemini pursuant to this
       Agreement. Those records and books of account shall be kept for 7 years
       following the end of the Year to which they relate. Upon Gemini's written
       request a firm of accountants appointed by agreement between the Parties
       or, failing such agreement, within 10 Business Days of the initiation of
       discussions between them on this point and at the request of either Party
       by the President for the time being of the Institute of Chartered
       Accountants of England and Wales in London and:-

       8.6.1  such firm of accountants shall be given access to and shall be
              permitted to examine and copy such books and records upon 20
              Business Days notice having been given by Gemini and at all
              reasonable times on Business Days for the purpose of certifying to
              Gemini that the Net Profit and Net Sales calculated by LSB and its
              licensees during any Year was reasonably calculated, true and
              accurate or, if this is not their opinion certify the Net Profit
              and Net Sales figures for such period which in their judgement are
              true and correct;

       8.6.2  Prior to any such examination taking place, such firm of
              accountant shall undertake to LSB in a deed that they shall keep
              all information and data contained in such books and records,
              strictly confidential and shall not disclose such information or
              copies of such books and records to any third person including
              Gemini, but shall only use the same for the purpose of the
              calculations which they need to perform in order to issue the
              certificate to Gemini which this Clause 8.6 envisages;


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<PAGE>

       8.6.3  any such access examination and certification shall occur no more
              than once per year and will not go back over records more than 2
              years old unless a discrepancy greater than 5% is found;

       8.6.4  LSB shall make available personnel to answer queries on all books
              and records required for to purpose of that certification;

       8.6.5  the cost of the accountant shall be the responsibility of LSB if
              the certification shows LSB to have underpaid monies to Gemini by
              more than 5% and the responsibility of Gemini otherwise.

       Within 10 Business Days following any such certification any monies which
       such certification shows as being due and owing by one Party to the other
       (whether because of an underpayment or overpayment) shall be paid by that
       Party.

8.7    All payments made to Gemini under the Agreement shall be made to the
       account of Gemini Research Limited at Midland Bank plc. PO Box 648,
       Poultry & Princes Street, London, EC2P 2BX, Sort Code 40-05-30, Account
       No. 01667246 by telegraphic transfer.

8.8    If either Party fails to make any payment to the other Party hereunder on
       the due date for payment, without prejudice to any other right or remedy
       available to the Party owed said payments, said Party shall be entitled
       to charge to other Party interest (both before and after judgement) on
       the amount unpaid at to rate of LIBOR plus 5% (subject to a maximum of
       15% total interest) calculated on a daily basis until payment in full is
       made without prejudice to the Party's right to receive payment on the due
       date.

9.     Intellectual Property - third party rights

9.1    If during the period of this Agreement either Party receives any notice,
       claim or proceedings from any third party alleging infringement of that
       third party's intellectual property by reason of any Party's activities
       in relation to this Agreement, the Party receiving that notice shall:


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<PAGE>

       9.1.1  forthwith notify the other Party of the notice, claim or
              proceeding; and

       9.1.2  neither Party shall make any admission of liability; and

       9.1.3  LSB shall at its own cost and expense be responsible for and shall
              have conduct of and sole authority to defend or settle such claims
              or proceedings in so far as such claims or proceedings relate
              solely to LSB's activities or to the joint activities of LSB and
              Gemini under this Agreement subject to prior consultation with
              Gemini. If LSB reasonably believe the third party rights are valid
              and that infringement may be occurring it shall use its reasonable
              endeavours to seek a licence from such third party on appropriate
              commercial terms as LSB's own sole cost and expense; and

       9.1.4  Gemini shall at its own cost and expense be responsible for and
              shall have conduct of and sole authority to defend or settle such
              claims or proceedings in so far as such claims or proceedings
              relate to the ownership of or rights relating to Samples or solely
              to Gemini's activities under this Agreement including, without
              limitation, and for the avoidance of doubt, Clauses 3.6, 3.7.3,
              3.10 and 13.11. If Gemini reasonably believe the third party
              rights are valid and that infringement may be occurring it shall
              use its reasonable endeavours to seek a licence from such third
              party or an appropriate commercial terms as Gemini's own sole cost
              and expense.

10.    Warranties And Liability

10.1   Save as provided in 10.2.,10.3 and 10.4, no representation, condition or
       warranty other than those expressly set out in this Agreement is made or
       given by or out behalf of Gemini a LSB. All condition and warranties
       whether arising by operation of law or otherwise are hereby expressly
       excluded including any conditions and warranties to the effect that any
       of the acts to be undertaken by LSB a Gemini pursuant to this Agreement
       will nor infringe to rights of third parties.


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<PAGE>

10.2   Gemini wants that it has secured all rights necessary to commercially
       develop the Samples and Gemini Data, and/or any uses thereof, for the
       purposes envisaged in this Agreement.

10.3   LSB shall be responsible for and indemnify Gemini and its directors,
       officers, servants and agents (collectively "the Indemnified Party")
       against any and all liability, loss, damage, cost and expense (including
       legal costs) incurred or suffered by the Indemnified Party as a result of
       any claim brought against Gemini by a third party which is related to the
       activities of LSB or its sub-licensees hereunder including a claim that
       use of any Product developed and commercialised by or for LSB has caused
       death or bodily injury. An Indemnified Party that intends to claim
       indemnification under this Clause 10.2 shall promptly notify LSB of any
       third party claim in respect of which the indemnified Party intends to
       claim that indemnification. The Indemnified Party shall not compromise or
       settle the claim prior to any such notice. LSB may assume to defence of
       any such third party claim with counsel mutually satisfactory to the
       Parties provided, however, that an Indemnified Party shall have the right
       to retain its own counsel, if representation of that Indemnified Party by
       the counsel retained by LSB would be inappropriate due to actual or
       potential differing interests between the Indemnified Party and any other
       party represented by that counsel in the proceedings. The Indemnified
       Party shall co-operate with LSB and its legal representatives in the
       investigation of any matter covered by this indemnification.

10.4   Gemini shall be responsible for and indemnify LSB and its directors,
       officers, servants and agents (collectively "the Indemnified Party")
       against any and all liability, loss, damage, cost and expense (including
       legal costs) incurred or suffered by the Indemnified Party as a result of
       any claim bought against LSB by a third party which is related to the
       ownership or rights relating to the Samples or to the activities of
       Gemini or its sub-licensees hereunder including a claim that use of any
       Product developed and/or commercialised by or for Gemini in accordance
       with this Agreement has caused death or bodily injury. An indemnified
       Party that intends to claim indemnification under this Clause 10.3 shall
       promptly notify Gemini of any third party claim in respect of which


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<PAGE>

       the Indemnified Party intent to claim that indemnification. The
       Indemnified Party shall not compromise or settle any other claim prior to
       any such notice. Gemini may assume the defence of any such third party
       claim with counsel mutually satisfactory to the Parties, provided,
       however than an Indemnified Party shall have the right to retain its own
       counsel, if representation of that Indemnified Party by the counsel
       retained by Gemini would be inappropriate due to actual or potential
       differing interest between the Indemnified Party and any other party
       represented by that counsel in the proceedings. The Indemnified Party
       shall co-operate fully with Gemini and its legal representatives in the
       investigation of any matter covered by this indemnification.

10.5   Subject to the provision of Clauses 10.2 and 10.3 neither Party shall be
       liable to the other in contract, tort, negligence, breach of statutory
       duty or otherwise for any economic loss or other loss of turnover,
       profits, business or goodwill or any loss, damage, costs or expenses of
       any nature whatsoever incurred or suffered by the other or its Affiliates
       of an indirect or consequential nature arising out of or in connection
       with this Agreement.

11.    Confidentiality

11.1   Each of the Parties undertakes and agrees to:

       11.1.1 only use the Confidential Information for the purposes envisaged
              under this Agreement and not to use the same for any other purpose
              whatsoever;

       11.1.2 ensure that only those of its officers and employs who are
              directly concerned with the carrying out of this Agreement have
              access to the Confidential Information on a strictly applied "need
              to know" basis and are informed of the secret and confidential
              nation of it;

       11.4.3 keep the Confidential Information secret and confidential and not
              directly or indirectly to disclose or permit to be disclosed, make


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<PAGE>

              available or permit to be made available the same to any third
              party for any reason without the prior written consent of the
              Disclosing Party;

       11.1.4 ensure that the Confidential Information is not covered by any
              fixed or floating charge entered into at any time by it and not
              otherwise to establish a lien over or in any other way encumber
              the same;

       11.1.5 not copy, reproduce or otherwise replicate for any purpose or in
              any manner whatsoever any Documents containing the Disclosing
              Party's Confidential Information nor any of the Disclosing Party's
              Confidential Material; and

       11.1.6 clearly identify the Confidential Information as confidential.

11.2   The obligations of confidence referred to in Cause 11.1 shall nor extend
       to any Confidential Information which:-

       11.2.1 is or become generally available to the public otherwise than by
              reason of breach by a Recipient Party of the provisions of this
              Clause;

       11.2.2 is known to the Recipient Party and is at its free disposal
              (having been generated independently by the Recipient Party or a
              third party in circumstances where it has not been derived
              directly or indirectly from the Disclosing Party's Confidential
              Information) prior to its receipt from the Disclosing Party
              provided that evidence of such knowledge is furnished by the
              Recipient Party to the Disclosing Party within 60 days of receipt
              of that Confidential Information; or

       11.2.3 is subsequently disclosed to the Recipient Party without
              obligations of confidence by a third party owing no such
              obligations to the Disclosing Party in respect of that
              Confidential Information:

       11.2.4 is requited by law to be disclosed (including as part of any
              regulatory submission or approval process) and then only when
              prompt written notice of this requirement has been given to the
              Disclosing Party so that it may, if so advised, seek appropriate
              relief to prevent such


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              disclosure provided always that in such circumstance such
              disclosure shall be only to the extent so required and shall be
              subject to prior consultation with to Disclosing Party with a view
              to agreeing timing and content of such disclosure;

11.3   All Confidential Information disclosed by the Disclosing Party to the
       Recipient Party shall remain the property of the Disclosing Party. In the
       event that a court or Competent Authority assumes partial or complete
       control over the assets of a Recipient Party based on the insolvency or
       bankruptcy of that Party, the Recipient Party shall:

       11.3.1 promptly notify such court or Competent Authority:

              (a)    that Confidential Information received from the Disclosing
                     Party under this Agreement remains the property of the
                     Disclosing Party; and

              (b)    of the confidentiality obligations under this Agreement;
                     and

       11.3.2 to the extent permitted by law, take all steps necessary or
              desirable to maintain the confidentiality and security of the
              Disclosing Party's Confidential Information and to ensure that the
              court or Competent Authority maintains that Confidential
              information in confidence in accordance with this Agreement.

11.4   The obligations of the Parties under Clause 11.1 to 11.3 shall survive
       the expiration or termination of this Agreement for whatever reason for a
       period of 5 years.

11.5   The Parties understands and agrees that remedies in damages may be
       inadequate to protect against any breach of any of the provisions of this
       Clause 11 by either Party or their employees, officers or any other
       person acting in concert with it or on its behalf. Accordingly, each
       Party shall be entitled to the granting of interim and final injunctive
       relief by a court of competent jurisdiction in the discretion of that
       court against any action that constitutes any breach of this Claim 11.


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<PAGE>

12.    Term And Termination

12.1   This Agreement shall commence on the Commencement Date and shall continue
       in force until no payments are due hereunder or until termination
       whichever is the later.

12.2   LSB shall have the right at any time up through one hundred twenty (120)
       days following conclusion of to Research Programme to give ninety (90)
       days notice of termination in writing to Gemini if LSB decides not to
       proceed with the identification and optimisation of any Products at all
       for whatever reason including but not limited to strategic, commercial,
       scientific, technical or other reasons. This Agreement shall terminate
       upon expiration of such ninety (90) day notice period.

12.3   Each of the Parties ("the Terminating Party") shall have the right to
       terminate this Agreement upon giving written notice of termination to the
       other ("the Defaulting Party") upon the occurrence of any of the
       following events at any time during this Agreement:-

       12.3.1 the Defaulting Party commits a material breach of this Agreement
              which in the case of a breach capable of remedy shall not have
              been remedied within thirty (30) days of the receipt by it of a
              written notice from the other Party identifying the breach and
              requiring its remedy;

       12.3.2 If an Insolvency Event occurs in relation to the Defaulting Party;

12.4   This Agreement shall terminate thirty (30) days after the date of any
       notice given under Clause 12.3.1 and immediately upon the giving of any
       notice under Clause 12.3.2.

13.    Consequences of Termination

13.1   Upon a termination of this Agreement by LSB pursuant to Clause 12.2 or by
       Gemini pursuant to Clause 12.3 LSB shall;

<PAGE>

       13.1.1  assign to Gemini all its right, title and interest in
               Programme IP and do all such acts and things as may be
               necessary to perfect this obligation; provided, however, (i)
               that if LSB terminates this Agreement pursuant to Clause 12.2,
               LSB shall retain the right to use the data generated by LSB
               constituting Programme Know How in its own research and (ii)
               if Gemini subsequently commercialises Product relating to
               Targets utilising Programme IP, then Gemini shall pay LSB a
               royalty of * in relation to Product developed and sold
               directly by Gemini and a royalty of * where Product is
               developed or sold by a licensee of Gemini.

       13.1.2  deliver up to Gemini all unused Samples, Gemini Data,
               Programme Know How and Programme Materials and transfer to
               Gemini's patent attorney the files relating to the prosecution
               and maintenance of the Programme IP assigned pursuant to
               Clause 13.1.1;

13.2   Upon termination of this Agreement by LSB pursuant to Clause 12.3 Gemini
       shall deliver up to LSB any and all Programme Know How and Programme
       Materials and Confidential Information belonging to LSB which may be in
       the possession, custody or control of Gemini at the date of termination.

14.    Assignment/Sub-Contracting

14.1   Save as otherwise provided in this Agreement each Party shall not without
       the prior written consent of the other, such consent not to be
       unreasonably withheld, assign the benefit and/or burden of this Agreement
       except to an Affiliate or a third party acquiring the entire or a
       substantial part of the business of the assigning Party and then only
       provided that such Affiliate or third party first undertakes in writing
       to the other Party to be bound by the terms of this Agreement and
       provided that the parent company of the assignee provides a guarantee of
       the assignee's obligations to the other Party.


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15.    Force Majeure

15.1   If a Party (the "Affected Party") is unable to carry out any of its
       obligations under this Agreement due to Force Majeure this Agreement
       shall remain in effect but the Affected Party's relevant obligations
       under this Agreement and the corresponding obligations of the other Party
       ("Non-Affected Party") under this Agreement, shall be suspended for a
       period equal to the circumstance of Force Majeure or 3 months whichever
       is the shorter provided that:-

       15.1.1 the suspension of performance is of no greater scope than is
              required by the Force Majeure;

       15.1.2 the Affected Party immediately gives the Non-Affected Party prompt
              written notice describing the circumstance of Force Majeure,
              including the nature of the occurrence and its expected duration,
              and continues to furnish regular reports during the period of
              Force Majeure and notifies the Non-Affected Party immediately of
              the cessation of the Force Majeure;

       15.1.3 the Affected Party uses all reasonable efforts to remedy its
              inability to perform and to mitigate the effects of the
              circumstance of Force Majeure; and

       15.1.4 as soon as practicable after the event which constitutes Force
              Majeure the Parties discuss how best to continue their operations
              as far as possible in accordance with this Agreement.

15.2   If Force Majeure is continuing at the expiry of the said period of 3
       months the Non-Affected Party may give written notice to terminate this
       Agreement to the Affected Party.

16.    Governing Law

16.1   The validity, construction and interpretation of this Agreement and any
       determination of the performance which it requires shall be governed by
       the law of the State of Delaware, USA.


                                       33
<PAGE>

17.    Jurisdiction

17.1   All other disputes between the Parties arising out of the circumstances
       and relationships contemplated by this Agreement including disputes
       relating to the validity, construction or interpretation of this
       Agreement and including disputes relating to pre-contractual
       representations shall be settled by arbitration as follows:

       17.1.1 The arbitration shall be in accordance with the UNCITRAL
              Arbitration Rules in effect on the Commencement Date. Save as
              otherwise expressly provided herein the procedural rules shall be
              the rules of UNCITRAL and the lex curiae shall be the law of the
              state of New York.

       17.1.2 The number of arbitrators shall be three, chosen in accordance
              with the procedures set out in Clauses 17.1.3 to 17.1.5 inclusive.
              The award of the arbitrators shall be final and binding on the
              Parties.

       17.1.3 Each Party shall appoint one arbitrator. If within 30 days after
              receipt of the claimant's notification of the appointment of an
              arbitrator the respondent has not notified the claimant of the
              arbitrator he appoints, the second arbitrator shall be appointed
              by the appointing authority.

       17.1.4 The arbitrators thus appointed shall choose a further arbitrator
              who will act as the presiding arbitrator of the tribunal. If
              within [30] days after the appointment of arbitrators under Clause
              17.13, they have not agreed upon the choice of the presiding
              arbitrator, then at the request of any Party to the arbitration
              proceeding the presiding arbitrator shall be appointed by the
              appointing authority.

       17.1.5 The Chartered Institute of Arbitrators, New York, USA shall be the
              appointing authority.

       17.1.6 The arbitration, including the making of the award, shall take
              place in New York, USA.


                                       34
<PAGE>

       17.1.7 All submissions and awards in relation to arbitration hereunder
              shall be made in English and all arbitration proceedings shall be
              conducted in English.

18.    Waiver

18.1   Save as expressly provided in this Agreement neither Party shall be
       deemed to have waived any of its rights or remedies whatsoever unless the
       waiver is made in writing, signed by a duly authorised representative of
       that Party and may be given subject to any conditions thought fit by the
       grantor. Unless otherwise expressly stated any waiver shall be effective
       only in the instance and for the purpose for which it is given.

18.2   No delay or failure of any Party in exercising or enforcing any of its
       rights or remedies whatsoever shall operate as a waiver of those rights
       or remedies or so as to preclude or impair the exercise or enforcement of
       those rights or remedies. No single or partial exercise or enforcement of
       any right or remedy by any Party shall preclude or impair any other
       exercise or enforcement of that right or remedy by that Party.

19.    Severance Of Terms

19.1   If the whole or any part of this Agreement is or becomes or is declared
       illegal, invalid or unenforceable in any jurisdiction for any reason
       (including both by reason of the provisions of any legislation and also
       by reason of any decision of any court or Competent Authority which
       either has jurisdiction over this Agreement or has jurisdiction over any
       of the Parties):

       19.1.1 in the case of the illegality, invalidity or unenforceability of
              the whole of this Agreement it shall terminate in relation to the
              jurisdiction in question; or

       19.1.2 in the case of the illegality, invalidity or un-enforceability of
              part of this Agreement that part shall be severed from this
              Agreement in the jurisdiction in question and that illegality,
              invalidity or un-


                                       35
<PAGE>

              enforceability shall not in any way whatsoever prejudice or affect
              the remaining parts of this Agreement which shall continue in full
              force and effect.

19.2   If in the reasonable opinion of any Party any termination or severance
       under this Clause materially affects the commercial basis of this
       Agreement that Party may terminate this Agreement upon giving 90 days
       written notice of termination to the other Party setting out the reasons
       why the commercial basis of this Agreement has been materially affected.

20.    Entire Agreement/Variations

20.1   This Agreement constitutes the entire agreement and understanding between
       the Parties and supersedes all prior oral or written understandings,
       arrangements, representations or agreements between them relating to the
       subject matter of this Agreement. The Parties acknowledge that no claims
       shall arise in respect of any understandings, arrangements,
       representations or agreements so superseded. No director, employee or
       agent of any Party is authorised to make any representation or warranty
       to another Party not contained in this Agreement, and each Party
       acknowledges that it has not relied on any such oral or written
       representations or warranties. Nothing in this Agreement removes or
       overrides way right of action by any Party in respect of any fraudulent
       misrepresentation, fraudulent concealment or other fraudulent action.

20.2   No variation, amendments, modification or supplement to this Agreement
       shall be valid unless agreed in writing in the English language and
       signed by a duly authorised representative of each Party.

21.    Notices

21.1   Any notice or other communication given pursuant to or made under or in
       connection with the matters contemplated by this Agreement shall be in
       writing in the English language and shall be delivered by courier, sent
       by post or sent


                                       36
<PAGE>

       by facsimile to the address or facsimile number of the recipient set out
       in Schedule 3 or as specified by the recipient from time to time in
       accordance with Clause 21.3. Notices sent by E-Mail shall not be valid of
       themselves and must be confirmed in hard copy form by courier, by post or
       facsimile.

21.2   Any notice given pursuant to this Clause shall be deemed to have been
       received:

       21.2.1 if delivered by courier, at the time of delivery; or

       21.2.2 if sent by post:

              (a)    where posted in the country of the addressee, on the second
                     working day following the day of posting, and

              (b)    where posted an any other country, on the fifth working day
                     following the day of posting; or

       21.2.3 if sent by facsimile, on acknowledgement by the recipient
              facsimile receiving equipment on a Business Day if the
              acknowledgement occurs before 1700 hours local time on a Business
              Day of the recipient and in any other case on the following the
              Business Day.

21.3   A Party may notify the other Parties to this Agreement of a change of its
       name, relevant addressee, address or facsimile number for the purposes of
       Schedule 3 provided that such notification shall only be effective on:

       21.3.1 the date specified in the notification as the date on which the
              change is to take place; or

       21.3.2 if no date is specified or the date specified is less than five
              clear Business Days after the date on which the notice is given,
              the date falling five clear Business Days after notice of any such
              change has been given.


                                       37
<PAGE>

21.4   For the avoidance of doubt, the Parties agree that the provisions of this
       Clause shall not apply in relation to the service of Service Documents
       (as defined in Clause 21.5).

21.5   "Service Document" means a writ, summons, order, judgement or other
       document related to or in connection with any Court proceeding, cause,
       matter or action arising out of or connected in any way with this
       Agreement.

22.    Counterparts

22.1   This Agreement may be executed in any number of counterparts and by the
       Parties on separate counterparts, each of which when so executed shall be
       an original of this Agreement. and all of which shall together constitute
       one and the same instrument. Complete sets of counterparts shall be
       lodged with each Party.

23.    EC Notification

23.1   If so advised the parties shall co-operate in notification of this
       Agreement to the Commission of the European Community pursuant to Council
       Regulation 17/62 of the Council of Ministers of the European Community as
       soon as reasonably practicable after the Commencement Date. Each Party
       shall be responsible for its own costs and expenses related to such
       notification. Each Party will give the other full and prompt co-operation
       in providing any information that the other may require in order to
       prepare such notification.


                                       38
<PAGE>

24.    This Agreement Not To Constitute A Partnership

24.1   Nothing in this Agreement and no action taken by the Parties pursuant to
       this Agreement shall constitute or be deemed to constitute a partnership,
       association, joint venture or other co-operative entity between the
       Parties and neither party shall have any authority to bind the other in
       any way except as provided in this Agreement.

25.    Costs

25.1   Each Party shall bear its own costs, legal fees and other expenses
       incurred in the negotiation, preparation, execution and implementation of
       this Agreement and the documents referred to herein.

26.    Announcements

26.1   Subject to Clause 26.2 no press release announcement or other
       communication to any third party concerning the transaction contemplated
       by this Agreement or the financial terms of this Agreement or any
       ancillary matters shall be made or permitted or authorised to be made by
       either Party without the prior written approval of the other, such
       approval not to be unreasonably withheld or delayed.

26.2   Either Party may make an announcement concerning the transaction
       contemplated by this Agreement or any ancillary matter if required by:

       26.2.1 law;

       26.2.2 existing contractual obligations; or

       26.2.3 any securities exchange or Regulatory Authority or governmental
              body to which either party is subject or submits, wherever
              situated, including (without limitation) the US Securities
              Exchange Commission, The UK Stock Exchange or The Panel on
              Take-overs and Mergers, whether or not the requirement has the
              force of law.


                                       39

<PAGE>

IN WITNESS WHEREOF the Parties have executed this agreement the day and year
first above written.

SIGNED


/s/ Paul J. Kelly
------------------------------------
Authorised Signature

Paul J. Kelly, CEO
------------------------------------
Print Name
for and on behalf of
GEMINI RESEARCH LIMITED


SIGNED


/s/ N. Leigh Anderson
------------------------------------
Authorised Signature

N. Leigh Anderson, President & CEO
------------------------------------
Print Name
for and on behalf of
LARGE SCALE BIOLOGY CORPORATION


                                       40
<PAGE>

                                   SCHEDULE I

                                       *

               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission
<PAGE>

                                   SCHEDULE 2

                               Research Programme
<PAGE>

                                   SCHEDULE 3

                                    Notices

GEMINI RESEARCH LIMITED:

Paul Kelly
Chief Executive Officer and Clinical Officer
Gemini Research Limited
162 Science Park
Milton Road
Cambridge CB4 4GH
UK
Tel: (44) 1223 424260
Fax: (44) 1223 435501

LARGE SCALE BIOLOGY CORPORATION:

N. Leigh Anderson
President and Chief Executive Officer
Large Scale Biology Corporation
9620 Medical Center Drive
Rockville, MD 20850
USA
Tel: 301 424 5989
Fax: 301 762 4892