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                                                                    Exhibit 4.10

                                 AMENDMENT NO. 2

                                     to the

                                 BASIC AGREEMENT

                           of June 17/th//18/th/ 1999

                                     between

                          BAYER AG, Leverkusen, Germany

                                       and

                     LION bioscience AG, Heidelberg, Germany

                                       and

          LION bioscience Research Inc., Cambridge, Massachusetts, USA

This second amendment (the "Second Amendment") to the Basic Agreement, dated
June 17/th//June 18/th/, 1999, (the "Agreement") as amended by Amendment No. 1
dated as of February 15, 2002, (the "First Amendment") by and between BAYER AG,
a German stock corporation with offices in Leverkusen, Germany, ("BAYER") and
LION bioscience Aktiengesellschaft, a German stock corporation with offices in
Heidelberg, Germany, ("LION") and LION bioscience Research Inc., a Delaware
corporation with offices in Cambridge, Massachusetts, United States, (the
"Company" or "LBRI") is dated as of June 27, 2003 (the "Effective Second
Amendment Date").

WHEREAS, in June 1999, BAYER and LION entered into a novel and innovative
relationship governed by the Agreement and related agreements, which was
intended to use LION's expertise in the area of life science informatics and "in
silico" drug discovery to accelerate BAYER's drug discovery activities and
processes;

WHEREAS, pursuant to the Agreement, LION was to, inter alia, deliver 500 novel
drug targets to BAYER over the five-year term of the Agreement as well as
develop certain specified IT solutions to improve the efficiency of the drug
discovery process during this time period within BAYER;

WHEREAS LION offers BAYER all LION software during the term of the Agreement by
presenting such software to BAYER's professionals;

WHEREAS for the purposes of this collaboration LION bioscience Research Inc., a
special purpose subsidiary has been incorporated;

WHEREAS the collaboration was and still is very successful BAYER generated to
LION a success-payment on the basis of the first Amendment (effective on
February 15, 2003);

WHEREAS LION offered to BAYER - as proof of its commitment - to do its best
efforts, e.g. by

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providing additional resources in this project and/or implementing an
incentive-program, to deliver BAYER 300 additional class-B-targets until June
30, 2004 in addition to the targets as agreed upon in the Basic Agreement dd.
17/18/th/ of June 1999 under today's circumstances in order to underline its
constant commitment to the success of the collaboration;

WHEREAS such collaboration is in a certain way a 'living entity' which has to
take into account the actual situation, developments and changing needs of
either party, which led to the following understandings and clarifications on
the wording of the Agreement;

ACCORDINGLY the representatives of BAYER and LION meet - even on an executive
level - from time to time in order to discuss recent developments and their
impact on the collaboration;

ACCORDINGLY LION communicated to BAYER a Letter of Understanding in regard to
the LION's BioScout software which BAYER had already licensed before the
Agreement came into force, according to which no further license fee for
BioScout shall be due after coming into force of the Agreement;

ACCORDINGLY, as the collaboration is financed by BAYER in the way that BAYER
covers all related costs, LION pro-actively solved the only remaining open issue
in regard to certain hardware upgrades and costs for purchasing Silico Genetics'
software GeNet by guaranteeing to refund to BAYER the amounts which have already
been paid bay BAYER to LION in this regard;

WHEREAS BAYER and LION are considering appropriately BAYER's previous
investments in the LBRI-Project especially in regard to any future mutual
business-relationship in order to preserve the value of such investments;

NOW, IN ORDER TO accommodate BAYER's today's interests and needs - even before
the terms and conditions for such future collaboration are defined -, LION and
BAYER hereby agree to change the Agreement exclusively in regard to the
following:

1.       Bioinformatics Development Plan

The Parties agree that the software development defined in the Agreement will be
newly structured and performed according to Annex 1 to this Amendment.

2.       Target Validation Plan

The Parties agree to modify the Target Deliverables, respectively the Delivery
Plan as defined in the Agreement by establishing activities according to Annex 2
to this Amendment.

3.       Pricing

For the avoidance of doubt the Parties agree that the modifications mentioned in
section 1 and 2 above including the corresponding Annexes do not change in any
way the payment-structure mentioned in the Agreement; i.e. all mentioned
modifications do not cause additional costs for BAYER. Furthermore, taking into
account the guarantee LION has given to BAYER to refund to BAYER upon signature
of this amendment the amounts already paid by BAYER in regard certain hardware
upgrades and costs for purchasing Silicon Genetics' software GeNet (i.e. in
total 200.000 USD net), BAYER agrees and acknowledges herewith that all payments
in the past were done for services rendered and are non-

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refundable.

4.       Entire Agreement

The Basic Agreement as amended by the First Amendment and this Second Amendment,
together with the Annexes to the Basic Agreement and to the First Amendment and
the Second Amendment and any other documents referenced herein or therein,
contains the entire agreement and understanding of the parties with respect to
the subject matter hereof, and shall supersede and merge all prior and
contemporaneous communications, agreements, arrangements, undertakings and
obligations with respect to the subject matter hereof. No addition to or
modification of any provision of this Agreement shall be binding upon the
parties unless made by a written instrument subsequent to the Effective Second
Amendment Date and signed by duly authorized representatives on behalf of each
of the parties. Any party contending that this Agreement has been amended or
modified shall be required to establish such amendment or modification by clear
and convincing evidence.

All provisions of the Basic Agreement as amended by the First Amendment and not
modified or amended by this Second Amendment shall remain in full force and
effect.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed
by their respective duly authorized representative as of the Effective Second
Amendment Date.

Wuppertal/Heidelberg: ______________________

BAYER AG

    /s/ J.A. Karlsson
By: ------------------------------------------
    Dr. J.A. Karlsson
    Ph-R Head

    /s/ van den Kerckhoff
By: ------------------------------------------
    Dr. van den Kerckhoff
    Patents & Licensing

LION bioscience AG

    /s/ Friedrich von Bohlen und Halbach
By: ---------------------------------------------
    Dr. Friedrich von Bohlen und Halbach, Chief Executive Officer

LION bioscience Research Inc.

    /s/ Anthony Caruso
By: ------------------------------------------
    Anthony Caruso, President

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