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                                                                  EXHIBIT 10.21


                     CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
                 BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT
        PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933 AND HAVE BEEN
                      SEPARATELY FILED WITH THE COMMISSION


                          LICENSE AND SUPPLY AGREEMENT

This License and Supply agreement ("Agreement") dated as of the 11th day of
January, 1999 ("Effective Date") between EPOCH PHARMACEUTICALS, INC., 12277
134th Court NE, Suite 100, Redmond, WA ("Epoch") and THE PERKIN-ELMER
CORPORATION, having its PE Biosystems Division at 850 Lincoln Centre Drive,
Foster City, CA 94404 ("Perkin-Elmer").

                     ARTICLE I. BACKGROUND OF THE AGREEMENT

1.01     Epoch represents that it has rights under certain patents pertaining to
         oligonucleotides having a minor-groove binding moiety covalently
         attached thereto ("MGB Oligonucleotide"), and methods for making and
         using such MGB Oligonucleotides.

1.02     Perkin-Elmer wishes to acquire exclusive and non-exclusive licenses,
         depending on fields of use, under such patents.

1.03     Epoch represents that it has certain know-how relating to the synthesis
         of MGB Oligonucleotides, and the design of sequence-specific probes
         comprising such oligonucleotides.

1.04     Perkin-Elmer wishes to have Epoch supply (i) MGB Oligonucleotides and
         intermediate compounds useful for making MGB Oligonucleotides, and (ii)
         information with respect to chemical synthesis and purification
         know-how relating to the production of MGB Oligonucleotides using such
         intermediate compounds.

                             ARTICLE II. DEFINITIONS

2.01     "AFFILIATES" means any corporation, firm, partnership or other entity,
         whether de jure or de facto, which directly or indirectly owns, is
         owned by or is under common ownership with a Party to this Agreement,
         as the case may be, to the extent of at least fifty percent of the
         equity (or such lesser percentage which is the maximum allowed to be
         owned by a foreign corporation in a particular jurisdiction) having the
         power to vote on or direct the affairs of the entity.



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2.02     "NET SALES" means (1) with respect to sales by a Party, or an Affiliate
         of a Party, to non-affiliated third party purchasers, the actual amount
         of gross sales of Licensed Product(s) to a third party, less: trade,
         cash and quantity discounts granted at the time invoiced, if any,
         actually allowed, amounts refunded for faulty or defective product,
         returns, rejections, freight, insurance and other transportation costs
         (except income taxes), tariffs, duties and similar governmental charges
         paid, to the extent included in gross sales price, (2) with respect to
         sales by a Party made to any Affiliate or to any person, firm or
         corporation enjoying a special course of dealing with a Party, the Net
         Sales will be determined based on the first resale in a bona fide
         arms-length transaction of Licensed Product(s) by such Affiliate,
         person, firm or corporation to third parties, and (3) with respect to
         Licensed Product(s) which are used by a Party, or an Affiliate of a
         Party, to supply services or information to a third party for
         commercial purposes, or are otherwise disposed of, the Net Sales will
         be determined as if such Licensed Product(s) had been sold at the
         average Net Sales for such Licensed Product(s) during the past one
         hundred and twenty days prior to the supply of such services or
         information.

2.03     "LICENSE YEAR" means the twelve month period beginning on the first day
         of January, April, July or October next following the Effective Date,
         and each twelve month period thereafter, except that the first License
         Year will include the period from the Effective Date to the first day
         of the twelve month period.

2.04     "PARTY" means Epoch or Perkin-Elmer and, when used in the plural, will
         mean Epoch and Perkin-Elmer.

2.05     "LICENSED PATENT" means U.S. Patent No. 5,801,155 titled Covalently
         Linked Oligonucleotide Minor Groove Binder Conjugates, issued September
         1, 1998, including any Related Patent.

2.06     "RELATED PATENT" means any patent or patent application owned, held, or
         otherwise controlled, in whole or in part by Epoch that (1) discloses
         and/or claims substantially the same subject matter as a Licensed
         Patent, (2) discloses and/or claims improvements to inventions
         disclosed or claimed in a Licensed Patent and requires rights under the
         Licensed Patent to exploit such improvements, (3) claims priority to, a
         Licensed Patent, including but not limited to continuation applications
         and patents, continuation-in-part applications and patents, divisional
         applications and patents, reexamination applications and patents,
         reissue applications and patents, and continuing prosecution
         applications and patents, (4) is a parent of U.S. Patent No. 5,801,155,
         and/or (5) any foreign equivalents of a Licensed Patent or any patent
         or patent application in (1), (2), (3) or (4) above.


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2.07     "LICENSED PRODUCT" means any product for use in the Exclusive Licensed
         Field or the Non-Exclusive Licensed Field (i) which, but for the
         license granted hereunder, manufacture, use or sale thereof would
         infringe at least one Valid Claim of a Licensed Patent, or (ii) which
         otherwise uses, incorporates or was developed or manufactured using
         Licensed Know-How.

2.08     "MGB OLIGONUCLEOTIDE" means Licensed Product comprising an
         oligonucleotide having a minor-groove binding moiety covalently
         attached thereto, and, at Perkin-Elmer's option, further comprising
         [*]. A Purified MGB Oligonucleotide means an MGB Oligonucleotide that
         is at least [*] pure based on the HPLC assay specified in Exhibit B.

2.09     "MGB INTERMEDIATE" means Licensed Product consisting of intermediates
         useful for the synthesis of an MGB Oligonucleotide, including but not
         limited to [*] . The identity of a MGB Intermediate will be confirmed
         based on an assay specified in Exhibit B.

2.10     "PURCHASED PRODUCT" means MGB Intermediate or MGB Oligonucleotide
         purchased from Epoch by Perkin-Elmer.

2.11     "PROBE UNIT" means that amount of MGB Intermediate required to make [*]
         of a single Purified MGB Oligonucleotide, or [*] of a single Purified
         MGB Oligonucleotide, as defined in Exhibit B.

2.12     "KITS" means products containing MGB Oligonucleotides packaged with
         other materials and reagents, such other reagents including but not
         limited to enzymes, reaction buffers and nucleotide triphosphates. Also
         included within the definition of Kits are microfluidic devices
         containing or packaged with MGB Oligonucleotides.

2.13     "BARE PROBE" means a MGB Oligonucleotide provided alone.

2.14     "VALID CLAIM" means a claim of a Licensed Patent (or pending
         application included in the Related Patents) which has not been held
         permanently invalid or otherwise unenforceable by a court of competent
         jurisdiction, unappealable or unappealed within the time allowed for
         appeal, or has not otherwise finally been held unpatentable by an
         appropriate administrative agency, unappealable or unappealed within
         the time allowed for appeal.

*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.


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2.15     "EXCLUSIVE LICENSED FIELD" means  the  5'-Nuclease Assay Field.

2.16     "REAL-TIME NUCLEIC ACID AMPLIFICATION MONITORING FIELD" means the
         monitoring of a polymerase chain reaction by detecting a change in a
         magnitude of a detectable signal as a function of reaction cycle
         practiced outside of the HIVD Field only.

2.17     "5'-NUCLEASE ASSAY FIELD" means the detection of a nucleic acid
         sequence based on the cleavage of a nucleic acid probe that is
         hybridized to the nucleic acid sequence by a 5' to 3' nuclease activity
         of a polymerase enzyme, as generally described in U.S. Patent No.
         5,487,972, practiced outside of the HIVD Field only.

2.18     "NON-EXCLUSIVE LICENSED FIELD" means (1) use of MGB Oligonucleotides as
         ligation probes in an oligonucleotide ligation assay, generally as
         described in U.S. Patent No. 4,883,750; (2) use of MGB Oligonucleotides
         in an assay employing a [*]; (3) use of MGB Oligonucleotides as primers
         in a primer extension reaction, including but limited to a PCR reaction
         or a DNA sequencing reaction, and (4) use of MGB Oligonucleotides in
         the Real-Time Nucleic Acid Monitoring Field, to the extent that (1),
         (2), (3) and (4) are practiced outside of the Exclusive Licensed Field
         and practiced outside of the HIVD Field.

2.19     "PERKIN-ELMER DNA SYNTHESIS AND PURIFICATION PATENTS" means U.S. Patent
         Nos. 4,997,927 (GBF), 4,458,066, 5,132,418, 5,153,319, 4,973,679
         (Caruthers Process), and 4,415,732, 4,668,777, 4,500,707 (Caruthers
         Reagents), including any Related Patent.

2.20     "HUMAN IN VITRO DIAGNOSTICS FIELD" ("HIVD Field") means products and
         processes for the measurement of attributes, characteristics, diseases,
         traits or other conditions of a human being for the medical management
         of that human being.

2.21     "LICENSED KNOW-HOW" means trade secrets, technical information,
         experimental data, software and other knowledge now existing and
         controlled by Epoch with respect to chemical synthesis and purification
         relating to the production of MGB Oligonucleotide using MGB
         Intermediate, as described in Section 5.04 and Exhibit C, to the extent
         that such information, data, software and knowledge is not publicly
         available.


*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.



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2.22     "CONFIDENTIAL INFORMATION" means information received by one Party
         (Receiving Party) from the other Party (Disclosing Party) (1) that the
         Receiving Party has a reasonable basis to believe is confidential to
         the Disclosing Party, or is treated by the disclosing Party as
         confidential, (2) is identified at the time of disclosure as
         "CONFIDENTIAL" and, (3) in the case of disclosures in non-written form,
         is identified in writing within thirty (30) days as confidential.
         Notwithstanding the above, Confidential Information will not include
         any information which:

         (1)      can be demonstrated to have been in the public domain as of
                  the Effective Date or comes into the public domain during the
                  term of this Agreement through no act of the recipient; or

         (2)      can be demonstrated to have been independently known to the
                  recipient prior to the receipt thereof, or made available to
                  the recipient as a matter of lawful right by a third party; or

         (3)      can be demonstrated to have been rightfully received by the
                  recipient from a third party who did not require the recipient
                  to hold it in confidence or limit its use and who did not
                  acquire it, directly or indirectly, from the other Party to
                  this Agreement under a continuing obligation of
                  confidentiality; or

         (4)      will be required for disclosure to any governmental regulatory
                  agencies pursuant to approval for use, provided the Disclosing
                  Party is given reasonable notice of such proposed disclosure
                  and, if requested by the Disclosing Party, the Receiving Party
                  uses reasonable efforts to maintain the confidentiality of
                  such information in such governmental submission; or

         (5)      is independently conceived, invented or acquired by
                  researchers of the recipient who have not been personally
                  exposed to the information provided to the recipient
                  hereunder; or

         (6)      is published by a governmental agency as part of the normal
                  patent filing and prosecution process.

                           ARTICLE III. LICENSE GRANT

3.01     Exclusive License. Epoch hereby grants to Perkin-Elmer a world-wide
         exclusive license under Licensed Patents and Licensed Know-How to make,
         use, offer to sell, sell and import Licensed Products in the Exclusive
         Licensed Field.


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3.02     Non-Exclusive License. Epoch hereby grants to Perkin-Elmer a world-wide
         non-exclusive license under Licensed Patents and Licensed Know-How to
         make, use, offer to sell, sell and import Licensed Products in the
         Non-Exclusive Licensed Field.

3.03     Sublicenses. Perkin-Elmer will have no right to sublicense its license
         rights granted hereunder.

3.04     Restrictions. Perkin-Elmer will not knowingly sell, market, make or
         have made, Licensed Products for use outside the Exclusive Licensed
         Field or the Non-Exclusive Licensed Field. In the event that
         Perkin-Elmer does inadvertently sell, market, make or have made,
         Licensed Products for use outside the Exclusive Licensed Field or the
         Non-Exclusive Licensed Field, Perkin-Elmer will within thirty (30) days
         of learning of such activity cease such activity. Epoch will not
         knowingly sell, market, make or have made MGB Intermediate and/or MGB
         Oligonucleotide to third parties in the Exclusive Licensed Field. In
         the event that Epoch does inadvertently sell, market, make or have made
         MGB Intermediate and/or MGB Oligonucleotide to third parties in the
         Exclusive Licensed Field, Epoch will within thirty (30) days of
         learning of such activity cease such activity.

3.05     Patent Prosecution. To the extent commercially practicable, Epoch will
         file and diligently prosecute patent applications with respect to the
         Licensed Patent in at least the United States, Germany, France,
         Switzerland, United Kingdom, Sweden, Italy, Japan, Australia and
         Canada.

            ARTICLE IV. LICENSE FEE; ROYALTIES; PAYMENT FOR KNOW-HOW

4.01     License Fees. Perkin-Elmer will, as a license fee, pay to Epoch, within
         ten (10) business days after the Effective Date, [*] Dollars [*], [*]%
         of which will be creditable against future royalties called for under
         Section 4.02. Perkin-Elmer will use credits against future royalties at
         a rate not to exceed [*] Dollars [*] per License Year. In addition,
         upon the first commercial sale of a Licensed Product for each of the
         four uses listed in the definition of "Non-Exclusive Licensed Field,"
         Perkin-Elmer will pay to Epoch, within ten (10) business days of each
         such first commercial sale, an additional license fee of [*] Dollars
         [*].



*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.




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4.02     Royalties. Perkin-Elmer will pay to Epoch royalties on the Net Sales of
         Licensed Products sold or otherwise disposed of under the license
         granted under Sections 3.01 and 3.02 of this Agreement as follows:

         Bare Probes covered by a Valid Claim                            [*]%
         Kits covered by a Valid Claim                                   [*]%
         Bare Probes not covered by a Valid Claim                        [*]%
         Kits not covered by a Valid Claim                               [*]%

         No royalties will be owed under this Section 4.02 (1) for the sale by
         Perkin-Elmer of any Bare Probes purchased by Perkin-Elmer from Epoch,
         and (2) for the sale by Perkin-Elmer of any Bare Probes or Kits not
         covered by a Valid Claim in the event that (i) the Licensed Know-How
         becomes publicly available, (ii) Perkin-Elmer is placed at a commercial
         disadvantage as a result of such know-how becoming publicly available,
         and (iii) such know-how was not made publicly available by
         Perkin-Elmer.

4.03     Payment for Know-How. Perkin-Elmer will pay to Epoch, as additional
         consideration for the transfer of and license under Licensed Know-How,
         within ten (10) business days after the Effective Date, [*] Dollars
         [*].

4.04     Payment Dates and Statements. Within forty-five (45) days of the end of
         each calendar quarter in which Net Sales occur, Perkin-Elmer will
         calculate the royalty amount owed to Epoch under this Section 4 and
         will remit such amount to Epoch. Such payment will be accompanied by a
         statement showing the calculation of the amount owed for Licensed
         Products, including the Net Sales of Licensed Products for that quarter
         (including the gross invoiced sales and permissible deductions
         therefrom), and the exchange rate (as determined pursuant to Section
         4.06) used to directly convert any royalty amounts into U.S. Dollars.

4.05     Late Payments. Any payment owed to Epoch under this Agreement that is
         not paid on or before the date such payment is due will bear interest,
         to the extent permitted by applicable law, at twelve percent (12%) per
         annum, calculated on the number of days such payment is delinquent.


*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.




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4.06     Currency of Payments. All payments under this Agreement will be made
         U.S. Dollars by wire transfer to such bank account as Epoch may
         designate from time to time. Any payments due hereunder on Net Sales
         outside of the United States will be payable in U.S. Dollars at the
         average of the rate of exchange of the currency of the country in which
         the Net Sales are made as reported in the New York edition of The Wall
         Street Journal, for the last three (3) business days of the quarter for
         which the royalties are payable.

4.07     Other Taxes. Perkin-Elmer will pay all sales, use, transfer or similar
         taxes, whether foreign, federal (United States), state or local,
         however designated, that are levied or imposed by reason of the sale or
         transfer of Licensed Products contemplated hereby, and any penalties,
         interest and collection or withholding costs associated with any of the
         foregoing items.

4.08     Records, Review. Perkin-Elmer will keep accurate records of all
         operations affecting payments hereunder, and will permit Epoch or its
         duly authorized agent to inspect all such records and to make copies of
         or extracts from such records during regular business hours throughout
         the term of this Agreement and for a reasonable period of not less than
         three (3) years thereafter, provided that the frequency of such
         inspections is no more than once per License Year. If the review
         results in a determination of an underpayment of royalties to Epoch,
         such underpayment will be promptly remitted to Epoch with interest as
         provided in Section 4.05. If such inspection determines that Net Sales
         were more than 105% of the Net Sales reported by Perkin-Elmer for the
         period under review, Perkin-Elmer will pay all of the reasonable costs
         of such review.

                                ARTICLE V. SUPPLY

5.01     Purchases. Subject to the terms and conditions of this Agreement, Epoch
         will sell Purchased Product to Perkin-Elmer, and Perkin-Elmer will
         purchase such Purchased Product from Epoch. Perkin-Elmer will not
         purchase any Licensed Product from any third-party.

5.02     Specifications. Purchased Product will meet the product specifications
         set forth in Exhibit B. The Parties will reasonably agree on any
         changes to such specifications, and any such changes will be in
         writing. Any third party manufacturing Purchased Product for Epoch must
         be licensed under Perkin-Elmer DNA Synthesis and Purification Patents.





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5.03     Price. Epoch will charge Perkin-Elmer and Perkin-Elmer will pay Epoch
         [*] Dollars [*] per Probe Unit of MGB Intermediate and [*] Dollars [*]
         per Probe Unit of MGB Oligonucleotide. At the end of the second License
         Year, the Parties will negotiate in good faith to determine a
         reasonable volume discount schedule with respect to purchases of both
         MGB Intermediate and MGB Oligonucleotide.

5.04     Transfer of Know-How. Within three (3) months of the Effective Date of
         this Agreement, Epoch will transfer Licensed Know-How to Perkin-Elmer
         to the extent necessary for Perkin-Elmer to make full use of such MGB
         Intermediates for the synthesis of MGB Oligonucleotides. Such Licensed
         Know-How will include, but not be limited to, that information
         specified in Exhibit C. To effect such transfer, during a period
         beginning on the Effective date and ending three (3) months thereafter,
         Epoch will make available to Perkin-Elmer at least one qualified
         full-time-equivalent employee. In addition, Epoch will transfer
         Licensed Know-How relating to the optimal sequence for an MGB
         Oligonucleotide probe directed against a particular target sequence.
         All Licensed Know-How is considered Confidential Information and will
         only be used by Perkin-Elmer in connection with the exploitation of the
         license rights granted in Article III above. All Licensed Know-How will
         remain owned by Epoch. To the extent Licensed Know-How comprises
         software, the license rights granted in Article III include only the
         right to use and execute such software (in machine-readable object form
         only, excluding any source code) and Perkin-Elmer agrees not to modify,
         reverse engineer, reverse assemble, decompile or otherwise attempt to
         derive source code from such software.

5.05     Purchase Orders. Perkin-Elmer will purchase Purchased Product from
         Epoch by issuing a written purchase order identifying Purchased Product
         to be purchased, the quantity, price, shipping instructions, delivery
         dates, and any other special information. To the extent the terms of
         any such purchase order differ from or conflict with the terms of this
         Agreement, the terms of this Agreement will govern. Within thirty (30)
         days of the date hereof and prior to the end of each calendar month
         thereafter, Perkin-Elmer will submit a six-month rolling forecast of
         estimated Purchased Product requirements. The forecast for the first
         two (2) months will constitute a binding purchase order and the balance
         of such Perkin-Elmer's forecast will be non-binding.

5.06     Modifications. Perkin-Elmer may modify, defer or cancel a purchase
         order not later than two (2) months prior to the scheduled shipment of
         Purchased Product.


*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.






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5.07     Shipment. Shipment will be made freight prepaid, F.O.B. Epoch's
         facility, to the address set forth on Perkin-Elmer's purchase order.
         Epoch will invoice Perkin-Elmer on a separate line for all shipping
         charges ("pre-pay and add"). Title and risk of loss will pass from
         Epoch to Perkin-Elmer upon delivery to carrier at the F.O.B. point.

5.08     Invoicing; Payment. Epoch will submit an invoice to Perkin-Elmer with
         each shipment of Purchased Products. Each invoice will be due and
         payable net forty five (45) days from the date of shipment.

5.09     Inspection, Rejection. Perkin-Elmer will inspect all Purchased Product
         received for defects and for conformance with the purchase order.
         Perkin-Elmer may reject any Purchased Product that is defective or that
         fails to conform to the purchase order. Any such rejection must be made
         within ten days (10) of receipt of the Purchased Product by
         Perkin-Elmer. To reject a Purchased Product, Perkin-Elmer will notify
         Epoch of its rejection and will promptly return the rejected Purchased
         Product to Epoch. Epoch will immediately replace the Purchased Product
         with conforming goods.

5.10     Pre-Payments. Concurrent with execution of this Agreement, in addition
         to the License Fees paid under 4.01, Perkin-Elmer will pay Epoch [*] as
         a pre-payment towards future purchases of MGB Oligonucleotides and MGB
         Intermediates. In addition, on or before February 1, 1999, Perkin-Elmer
         will pay Epoch [*] as an additional pre-payment towards future
         purchases of MGB Oligonucleotides and MGB Intermediates. Perkin-Elmer
         will credit purchases of MGB Intermediates and MGB Oligonucleotides
         against these pre-payments at a rate not to exceed [*] per License
         Year.

5.11     Security Interest. In order to secure any unused portion of the
         pre-payments made under Section 5.10 (up to [*]), Epoch will grant to
         Perkin-Elmer a security interest in the Licensed Patent pursuant to the
         Security Agreement attached as Exhibit A. Epoch may, at any time,
         return all or a portion of the unused prepayments. In the event the
         unused balance of the prepayments is Fifty Thousand Dollars ($50,000)
         or less, the security interest will terminate.



*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.





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5.12     Annual Minimum Purchase. Perkin-Elmer will, during each License Year,
         purchase at least [*] worth of MGB Oligonucleotides and/or MGB
         Intermediates from Epoch. In the event that Perkin-Elmer has not, by
         the end of such License Year, purchased such minimum amount, it will
         promptly, within thirty (30) days of the end of such License Year,
         purchase an amount of MGB Oligonucleotides and/or MGB Intermediates
         necessary to meet such annual minimum amount. Such additional amounts
         will not be counted towards the annual minimum amount in the License
         Year in which they were purchased.

5.13     Covenant Not To Sue. Perkin-Elmer hereby covenants not to sue Epoch
         under Perkin-Elmer DNA Synthesis and Purification Patents for
         infringement based upon the manufacture of MGB Oligonucleotides for
         Perkin-Elmer. This covenant does not extend to the manufacture of MGB
         Oligonucleotides for any party other than Perkin-Elmer. No other rights
         are hereby granted or intended to be granted to Epoch either expressly,
         impliedly or by estoppel under Perkin-Elmer DNA Synthesis and
         Purification Patents or any other patents not specifically identified
         in this Agreement.

                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

6.01     Product Warranty. Epoch warrants to Perkin-Elmer that, upon delivery of
         any Purchased Product to Perkin-Elmer, such Purchased Product will be
         free from defects in material, workmanship, design and title, and will
         substantially meet the specifications attached hereto as Exhibit B (or
         any mutually agreed upon replacements).

6.02     Documentation Warranty. Epoch further warrants that the Purchased
         Product, and all literature, packaging, inserts, accompanying
         materials, and any other documentation supplied by Epoch in connection
         with the Purchased Product will not contain any misrepresentation as to
         the nature or performance of the Purchased Product.

6.03     Remedies. If any Purchased Product fails to meet the foregoing
         warranties, in addition to satisfying any other remedies Perkin-Elmer
         may have, Epoch will replace such deficient Purchased Product in the
         most timely manner possible at its own expense or Epoch will refund to
         Perkin-Elmer all costs associated with the purchase and shipping of
         that Purchased Product.


*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.






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6.04     Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY AGAINST DEFECTS IN DESIGN,
         MATERIALS, TITLE AND WORKMANSHIP CONTAINED HEREIN, EPOCH MAKES NO
         WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND ALL WARRANTIES
         OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY
         DISCLAIMED BY EPOCH. Without limitation of the foregoing, Epoch
         expressly disclaims any liability whatsoever for any damages incurred,
         directly or indirectly, in connection with the Licensed Products and/or
         the Purchased Products, including without limitation, loss of profits
         and special, incidental or consequential damages.

6.05     Representations and Warranties. Each Party represents, warrants and
         covenants to the other Party that:

         (1)      it has the corporate power and authority and legal right to
                  enter into this Agreement and to perform its obligations
                  hereunder;

         (2)      the execution and delivery of this Agreement and the
                  performance of the transactions contemplated thereby have been
                  duly authorized by all necessary corporate action of such
                  Party;

         (3)      the execution and delivery of this Agreement and the
                  performance by such Party of any of its obligations under this
                  Agreement do not and will not (a) conflict with, or constitute
                  a breach or violation of, any other contractual obligation to
                  which it is a party, any judgment of any court or governmental
                  body applicable to such Party or its properties or, to such
                  Party's knowledge, any statute, decree, order, rule or
                  regulation of any court or governmental agency or body
                  applicable to such Party or its properties, and (b) with
                  respect to the execution and delivery of the Agreement,
                  require any consent or approval of any governmental authority
                  or other person;

         (4)      each Party will to the best of its knowledge without
                  undertaking a special investigation, disclose to the other
                  Party any material adverse proceedings, claims or actions that
                  arise, which would materially interfere with that Party's
                  performance of its obligations under this Agreement; and

         (5)      each Party's employees have executed or will execute
                  agreements whereby all right, title and interest in any
                  technology and invention(s) will be assigned to their
                  respective employers.


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                             ARTICLE VII. INDEMNITY

7.01     Indemnification of Epoch. Perkin-Elmer will defend, indemnify and hold
         Epoch harmless against any judgment, damage, liability, loss, cost or
         other expense, including legal fees ("Liability"), resulting from any
         third party claims made or proceedings brought against Epoch to the
         extent that such Liability arises from Perkin-Elmer's use, marketing ,
         distribution or sale of Licensed Product and/or Purchased Product,
         except to the extent such claims or proceedings result (1) from Epoch's
         negligence or willful act or omission in the manufacture, storage, or
         delivery of Licensed Product and/or Purchased Product, (2) from Epoch's
         breach of any warranty set forth in Article VI, or (3) infringement of
         a patent owned or controlled by a third party, only to the extent such
         infringement arises from the inclusion in the Licensed Product of
         inventions claimed in a Licensed Patent or the use of the Licensed
         Know-How.

7.02     Indemnification of Perkin-Elmer. Epoch will defend, indemnify and hold
         Perkin-Elmer harmless against any Liability resulting from any third
         party claims made or proceedings brought against Perkin-Elmer to the
         extent that such Liability arises (1) from Epoch's negligence or
         willful act or omission in the manufacture, storage, or delivery of
         Licensed Product and/or Purchased Product or (2) from Epoch's breach of
         any warranty set forth in Article VI.

7.03     Indemnification Procedures. This agreement of indemnity is conditioned
         upon the indemnified Party's obligation to: (1) advise the indemnifying
         Party of any claim or lawsuit, in writing, within ten (10) days after
         the indemnified Party has received notice of said claim or lawsuit, or,
         within such a time frame as not to materially prejudice the rights of
         the indemnifying Party, and (2) assist the indemnifying Party and its
         representatives in the investigation and defense of any lawsuit and/or
         claim for which indemnification is provided. This agreement of
         indemnity will not be valid as to any settlement of a claim or lawsuit
         or offer of settlement or compromise without the prior written approval
         of the indemnifying Party.

                       ARTICLE VIII. TERM AND TERMINATION

8.01     Term. Unless terminated earlier as provided herein, this Agreement will
         commence on the Effective Date and will remain in full force until the
         expiration of the last to expire Licensed Patent.

8.02     Termination.  This Agreement may be terminated as follows:

         (1)      by mutual written agreement of the Parties, effective as of
                  the time specified in such written agreement; or





                                       13

<PAGE>   14

         (2)      by either Party, (a) in the event the other Party will file in
                  any court or agency pursuant to any statute or regulation of
                  any state or country, a petition in bankruptcy or insolvency
                  or for reorganization or for an arrangement or for the
                  appointment of a receiver or trustee of the Party or of its
                  assets, or if the other Party proposes a written agreement of
                  composition or extension of its debts, or if the other Party
                  will be served with an involuntary petition against it, filed
                  in any insolvency proceeding, and such petition will not be
                  dismissed within sixty days after the filing thereof, or if
                  the other Party will propose or be a Party to any dissolution
                  or liquidation, or if the other Party will make an assignment
                  for the benefit of creditors, or (b) upon any material breach
                  of this Agreement by the other Party, provided that the Party
                  alleging such breach must first give the other Party written
                  notice thereof, which notice must state the nature of the
                  breach in reasonable detail and the Party receiving such
                  notice must have failed to cure such alleged breach within
                  sixty (60) days after receipt of such notice.

         (3)      Perkin-Elmer may terminate this Agreement at any time upon
                  sixty (60) days advance written notice to Epoch. In the event
                  that Perkin-Elmer terminates the Agreement pursuant to this
                  Section 8.02(3), Perkin-Elmer (1) will release its security
                  interest in the Licensed Patent granted in Section 5.11 and
                  Exhibit A, (2) will forfeit any unused portion of the
                  pre-payments paid to Epoch under Section 5.10, (3) will pay
                  for any orders placed under Article V prior to termination,
                  and (4) return all tangible embodiments of the Licensed
                  Know-How to Epoch.

8.03     Survival. Upon any termination of this Agreement, neither Party will be
         relieved of any obligations incurred prior to such termination.
         Notwithstanding any termination of this Agreement, the obligations of
         the Parties under Articles IV, VI, VII, VIII, and X, as well as under
         any licenses which are maintained in effect and any other provisions
         which by their nature are intended to survive any such termination,
         will survive and continue to be enforceable.

                       ARTICLE IX. INFRINGEMENT LITIGATION

9.01     Notification. Each Party will notify the other Party in writing of any
         suspected infringement(s) of Licensed Patents in the Exclusive Licensed
         Field or the Non-Exclusive Licensed Field and will inform the other
         Party of any evidence of such infringement(s).



                                       14


<PAGE>   15

9.02     Infringement in Exclusive Licensed Field. Perkin-Elmer will have the
         first right to institute suit for infringement(s) in the Exclusive
         Licensed Field. Epoch agrees to join as a party plaintiff in any such
         lawsuit initiated by Perkin-Elmer, if requested by Perkin-Elmer, with
         all costs, attorneys' fees, and expenses to be paid by Perkin-Elmer.
         However, if Perkin-Elmer does not institute suit for infringement(s)
         within ninety (90) days of receipt of written notice from Epoch of
         Epoch's desire to bring suit for infringement in its own name and on
         its own behalf, then Epoch may, at its own expense, bring suit or take
         any other appropriate action.

9.03     Infringement Outside Exclusive Licensed Field. Epoch will have the sole
         right, but not the obligation, to institute suit for infringement and
         to recover damages outside of the Exclusive Licensed Field.

9.04     Recovery. Perkin-Elmer will be entitled to any recovery of damages
         resulting from a lawsuit brought by it pursuant to Section 9.02. Epoch
         will be entitled to recovery of damages resulting from any lawsuit
         brought by Epoch pursuant to Section 9.03.

9.05     Settlement. Neither Party may settle with an infringer without the
         prior written approval of the other Party if such settlement would
         affect the rights of the other Party under the Licensed Patents.

                          ARTICLE X. GENERAL PROVISIONS

10.01    Force Majeure. If the performance of any part of this Agreement by
         either Party, or of any obligation under this Agreement, is prevented,
         restricted, interfered with or delayed by reason of any cause beyond
         the reasonable control of the Party liable to perform, unless
         conclusive evidence to the contrary is provided, the Party so affected
         will, upon giving written notice to the other Party, be excused from
         such performance to the extent of such prevention, restriction,
         interference or delay, provided that the affected Party will use its
         reasonable best efforts to avoid or remove such causes of
         non-performance and will continue performance with the utmost dispatch
         whenever such causes are removed. When such circumstances arise, the
         Parties will discuss what, if any, modification of the terms of this
         Agreement may be required in order to arrive at an equitable solution.

10.02    Governing Law. This Agreement will be deemed to have been made in the
         State of California and its form, execution, validity, construction and
         effect will be determined in accordance with the laws of the State of
         California.



                                       15


<PAGE>   16

10.03    Informal Dispute Resolution. In an effort to resolve informally and
         amicably any claim, controversy, or dispute arising out of or related
         to the interpretation, performance, or breach of this Agreement (a
         "Dispute") without resorting to litigation, each party will notify the
         other party to the Dispute in writing of any Dispute hereunder that
         requires resolution. Such notice will set forth the nature of the
         Dispute, the amount involved, if any, and the remedy sought. Each party
         will promptly designate an executive-level employee to investigate,
         discuss and seek to settle the matter between them. If the two
         designated representatives are unable to settle the matter within
         thirty (30) days after such notification, the matter will be submitted
         to Epoch's Chief Executive Officer and Perkin-Elmer's President of the
         PE Biosystems Division for consideration. If settlement cannot be
         reached through their efforts within an additional thirty (30) days (or
         such longer time period as they will agree upon in writing), each party
         will have the right to take such action as it deems appropriate. The
         statute of limitations of the State of California applicable to the
         commencement of a lawsuit will be tolled as of initial written
         notification of a dispute to the other party as set forth above for
         sixty (60) days (or such longer time as the parties agree in writing)
         if all interim deadlines have been complied with by the notifying
         party.

10.04    Attorneys' Fees. Except as otherwise provided herein, each party will
         bear its own legal fees incurred in connection with the transactions
         contemplated hereby, provided, however, that if any party to this
         Agreement seeks to enforce its rights under this Agreement by legal
         proceedings or otherwise, subject to Section 10.03, the non-prevailing
         party will pay all costs and expenses incurred by the prevailing party,
         including, without limitation, all reasonable attorneys' fees.

10.05    Separability. In the event any portion of this Agreement will be held
         illegal, void or ineffective, the remaining portions hereof will be
         interpreted to maintain the intent of the Parties. If any of the terms
         or provisions of this Agreement are in conflict with any applicable
         statute or rule of law, then such terms or provisions will be deemed
         inoperative to the extent that they may conflict therewith and will be
         deemed to be modified to conform with such statute or rule of law.

10.06    Entire Agreement. This Agreement constitutes the sole agreement between
         the Parties relating to the subject matter hereof and supersede all
         previous writings and understandings. Confidential disclosures made
         pursuant to previously executed Confidentiality Agreements between
         Epoch and Perkin-Elmer will remain subject to the terms of those
         Confidentiality Agreements. No terms or provisions of this Agreement
         will be varied or modified by any prior or subsequent statement,
         conduct or act of either of the Parties, except that the Parties may
         amend this Agreement by written instruments specifically referring to
         and executed in the same manner as this Agreement.


                                       16



<PAGE>   17

10.07    Assignment. This Agreement and the licenses herein granted will be
         binding upon and inure to the benefit of the successors in interest of
         the respective Parties. Neither Party will have the power to assign
         this Agreement nor any interest hereunder without the written consent
         of the other, such consent not to be unreasonably withheld, provided,
         however, that Perkin-Elmer or Epoch may assign this Agreement or any of
         its rights or obligations hereunder to any Affiliate or to any third
         party with which it may merge or consolidate, or to which it may
         transfer all or substantially all of its assets or business to which
         this Agreement relates, without obtaining the consent of the other
         Party, subject to the other Party assuming all liabilities and
         obligations under the Agreement.

10.08    Bankruptcy. All rights and licenses granted under this Agreement by
         Epoch to Perkin-Elmer will be considered for purposes of Section 365(n)
         of the Bankruptcy Code, licenses of rights to "intellectual property"
         as defined under Section 101(56) of the Bankruptcy Code. The parties
         agree that Perkin-Elmer, as a licensee of such rights under this
         Agreement, will retain and may fully exercise all of its rights and
         elections under the Bankruptcy Code. In the event that Epoch seeks or
         is involuntarily placed under the protection of the Bankruptcy Code,
         and the trustee in bankruptcy rejects this Agreement, Perkin-Elmer
         hereby elects, pursuant to Section 365(n), to retain all rights granted
         to it under this Agreement to the extent permitted by the law.

10.09    Counterparts. This Agreement may be executed in any number of
         counterparts, and each such counterpart will be deemed an original
         instrument, but all such counterparts together will constitute but one
         agreement.

10.10    Notices. Any notice required or permitted under this Agreement will be
         sent by air mail, postage pre-paid, to the following addresses of the
         Parties:

         If to Epoch:                                If to Perkin-Elmer:
         Epoch Pharmaceuticals, Inc.                 The Perkin-Elmer Corp.
         12277 134th Court NE                        PE Biosystems Division
         Suite 100                                   850 Lincoln Centre Drive
         Redmond, WA 98052                           Foster City, CA 94404
         Attn.: President                            Attn.: Legal Department




                                       17


<PAGE>   18

IN WITNESS WHEREOF, the Parties, through their authorized officers, have
executed this Agreement as of the date first written above.

EPOCH PHARMACEUTICALS, INC.                    THE PERKIN-ELMER CORPORATION,
                                               THROUGH ITS PE BIOSYSTEMS
                                               DIVISION

By:   /s/ Sanford S. Zweifach                  By:  /s/
      --------------------------------              ----------------------------

Name:                                          Name:
      Sanford S. Zweifach
      --------------------------------              ----------------------------

Title:                                         Title:
                President
      --------------------------------              ----------------------------

Date:                                          Date:
         January 11, 1999                                January 11, 1999
      --------------------------------              ----------------------------














                                       18


<PAGE>   19

                                    EXHIBIT A
                                    ---------

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (the "Security Agreement") is made and entered
into this 11th day of January, 1999 by and between EPOCH PHARMACEUTICALS, INC.,
a Delaware corporation (the "Debtor"), and THE PERKIN-ELMER CORPORATION, a New
York corporation (the "Secured Party").

                                 R E C I T A L S

         1. Pursuant to that certain License and Supply Agreement by and between
the Company and the Secured Party of even date herewith (the "License and Supply
Agreement"), Debtor will receive [*] from Secured Party as pre-payment for
certain goods (the "Pre-Payment").

         2. As an inducement to Secured Party to provided the Pre-Payment,
Debtor has agreed to grant a security interest as set forth herein.

                                A G R E E M E N T

         1. Security Interest. Pursuant to the Uniform Commercial Code, Debtor
hereby grants to Secured Party a security interest in the property of Debtor
(the "Collateral") described at Paragraph 2 below to secure the Pre-Payment, as
described at Paragraph 3 below.

         2. Collateral. The Collateral of Debtor is described as follows: US
Patent No. 5,801,155 titled Covalently Linked Oligonucleotide Minor Groove
Binder Conjugates, issued September 1, 1998 (the "Licensed Patent"), including
any Related Patent. "Related Patent" means any patent or patent application
owned, held, or otherwise controlled, in whole or in part by Epoch that (1)
discloses and/or claims substantially the same subject matter as a Licensed
Patent, (2) discloses and/or claims improvements to inventions disclosed or
claimed in a Licensed Patent and requires rights under the Licensed Patent to
exploit such improvements, (3) claims priority to, a Licensed Patent, including
but not limited to continuation applications and patents, continuation-in-part
applications and patents, divisional applications and patents, reexamination
applications and patents, reissue applications and patents, and continuing
prosecution applications and patents, (4) is a parent of U.S. Patent No.
5,801,155, and/or (5) any foreign equivalents of a Licensed Patent or any patent
or patent application in (1), (2), (3) or (4) above.

*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.






                                      A-1


<PAGE>   20

         3. Obligations Secured. The obligations ("Obligations") secured by this
Security Agreement will be any repayment of any unused portion of the
Pre-Payment corresponding to goods not received by Secured Party in accordance
with the terms of the License and Supply Agreement, in excess of Fifty Thousand
Dollars ($50,000).

         4. Collateral Encumbrances; Covenants of Debtor.

                  (a) Debtor owns the Collateral free and clear of any lien
except for the lien created by this Security Agreement, and no effective
financing statement or other instrument similar in effect, which covers all or
any part of the Collateral, exists or is on file in any recording office.

                  (b) As to the Collateral, Debtor covenants with Secured Party
as follows:

                            (i) Except as otherwise created by this Security
Agreement, Debtor will keep the Collateral free of all levies, liens,
encumbrances and other security interests of any nature whatsoever.

                            (ii) Debtor will comply with all laws, statutes and
regulations pertaining to the Collateral.

                            (iii) Debtor will pay when due all taxes, licenses,
charges and other impositions on or for the Collateral.

                            (iv) Debtor, at its own expense, (1) will execute,
file and record such assignments, statements, notices and agreements including
without limitation Form UCC-1, if applicable, and assignments, statements,
notices and agreements to be filed with government patent offices, and (2) take
such action and obtain such certificates and documents, in accordance with all
applicable laws, statutes, and regulations (whether state, federal or local), as
necessary to perfect, evidence and continue Secured Party's security interest in
the Collateral, including, without limitation, assignments for security in the
U.S. Patent and Trademark Office and corresponding foreign patent offices. This
subparagraph (iv) is subject to specific performance and injunctive relief for
the benefit of Secured Party in the event of a failure by Debtor to duly comply
with a reasonable request for such compliance.

                            (v) Debtor will deliver to Collateral Agent all
instruments and other items of Collateral for which possession is required for
perfection.

                            (vi) Except as otherwise created by this Security
Agreement, Debtor will not create, permit or suffer to exist, and will defend
the Collateral against and take such other action as is necessary to remove, any
lien or encumbrance on the Collateral and will defend the right, title and
interest of Secured Party in and to




                                      A-2



<PAGE>   21

the Collateral and in and to the proceeds thereof against the claims and demands
of all persons whomsoever.

         5. Default. In the event of any termination of the License and Supply
Agreement (other than a termination by Debtor under Section 8.02(2)(b) thereof
due to a breach thereof by Secured Party), Debtor will within fifteen (15) days
of such termination reimburse Secured Party the difference between the then
unused portion of the Pre-Payment and Fifty Thousand Dollars ($50,000). Upon
such reimbursement, Secured Party will release its security interest in the
Collateral. In the event Debtor does not so reimburse Secured Party, Secured
Party may declare an event of default.

         6. Remedies. Upon the occurrence of an event of default pursuant to
Section 5 hereof, the Secured Party may exercise any rights or remedies that it
may have as a secured party under applicable law.

         7. Termination.

                  (a) This Security Agreement and the security interest granted
to Secured Party by Debtor hereunder will terminate at such time as the unused
portion of the Pre-Payment corresponding to goods not received by Secured Party
in accordance with the terms of the License and Supply Agreement is Fifty
Thousand Dollars ($50,000) or less.

                  (b) If applicable, and promptly upon termination of this
Security Agreement, the Secured Party agrees to execute and file with the
Washington Secretary of State a termination statement on Form UCC-2 and a
collateral assignment for filing in the Patent and Trademark Office terminating
Secured Party's security interest in the Collateral at the expense of the
Debtor. This subparagraph (b) is subject to specific performance and injunctive
relief for the benefit of Debtor in the event of a failure by the Secured Party
to duly comply with a reasonable request for such compliance.

         8. Cumulative Rights. The rights, powers and remedies of Secured Party
under this Security Agreement will be in addition to all rights, powers and
remedies given to Secured Party by virtue of any statute or rule of law, or any
other agreement between Debtor and Secured Party or otherwise, all of which
rights, powers and remedies will be cumulative and may be exercised successively
or concurrently without impairing Secured Party's security interest in the
Collateral.

         9. Waiver. Any forbearance or failure or delay by Secured Party in
exercising any right, power or remedy will not preclude the further exercise
thereof, and every right, power or remedy of Secured Party will continue in full
force and effect until such right, power or remedy is specifically waived in a
writing executed by Secured


                                      A-3



<PAGE>   22

Party. Debtor waives any right to require Secured Party to proceed against any
person or to exhaust any of the Collateral or to pursue any remedy in Secured
Party's power.

         10. Binding Upon Successors. All rights of Secured Party under this
Security Agreement will inure to the benefit of their successors and assigns,
and all obligations of Debtor will bind its successors and assigns.

         11. Entire Agreement; Severability. This Security Agreement, along with
the associated License and Supply Agreement, contains the entire agreement
between Secured Party, and Debtor with respect to the subject matter hereof. If
any of the provisions of this Security Agreement will be held invalid or
unenforceable, this Security Agreement will be construed as if not containing
those provisions and the rights and obligations of the parties hereto will be
construed and enforced accordingly.

         12. Choice of Law. This Security Agreement will be construed in
accordance with and governed by the internal laws of the State of Washington,
and where applicable and except as otherwise defined herein, terms used herein
will have the meanings given them in the Washington Uniform Commercial Code.

         13. Place of Business; Trade Name; Collateral Location; Records. Debtor
represents that its chief place of business is 12277 134th Court, NE, #110,
Redmond, WA 98052 and that Epoch Pharmaceuticals, Inc., is the only trade name
or style used by Debtor and that Debtor's records concerning the Collateral are
kept at 12277 134th Court, NE, #110, Redmond, WA 98052.

         14. Notice. Any written notice, consent or other communication provided
for in this Security Agreement will be deemed given if delivered by hand, by
courier against receipt, by certified or registered mail, return receipt
requested, or by overnight delivery service providing evidence of receipt, at
the following addresses, or to such other address with respect to any party as
such party will notify the other in writing:

         Secured Party:   The Perkin-Elmer Corp.
                          PE Biosystems Division
                          850 Lincoln Centre Drive
                          Foster City, CA 94404
                          Attn.: Legal Department

         Debtor:          Epoch Pharmaceuticals, Inc.
                          12277 134th Court NE
                          Suite 100
                          Redmond, WA 98052
                          Attn.: President



                                      A-4



<PAGE>   23

         15. Attorneys' Fees. In the event of any controversy, claim or dispute
between or among the Debtor and the Secured Party arising out of or relating to
this Security Agreement, or the breach hereof, the prevailing party will be
entitled to recover from the losing party reasonable attorneys' fees, expenses
and costs.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.


DEBTOR:                                           SECURED PARTY:

EPOCH PHARMACEUTICALS, INC.                       THE PERKIN-ELMER CORPORATION,
                                                  THROUGH ITS PE BIOSYSTEMS
                                                  DIVISION

By:   /s/ Sanford S. Zweifach                  By:  /s/
      --------------------------------              ----------------------------

Name:                                          Name:
      Sanford S. Zweifach
      --------------------------------              ----------------------------

Title:                                         Title:
                President
      --------------------------------              ----------------------------

Date:                                          Date:
         January 11, 1999                                January 11, 1999
      --------------------------------              ----------------------------




                                      A-5


<PAGE>   24

                                    EXHIBIT B
                                    ---------

                      SPECIFICATIONS FOR PURCHASED PRODUCT


I.       HPLC ASSAY OF MGB OLIGONUCLEOTIDE

1.       Equipment

         a.       Perkin-Elmer UV/Vis Detector or equivalent

         b.       [*] Ion Exchange Column [*]

         c.       [*] Rheodyne sample loop (Alltech Associates Inc. or
                  equivalent)

2.       Reagents

A.       [*] or equivalent

b.       Water, Milli-Q or HPLC grade

c.       Standard Buffer Salt is pH [*] Fisher P/N [*] or equivalent

D.       [*] Filtration Membrane, [*] (Alltech Associates Inc. or equivalent)

3.       [*]

4.       [*]

5.       [*]

II.      PURITY OF MGB OLIGONUCLEOTIDE

         The purity of a MGB Oligonucleotide will be determined based on an area
         percent of a product peak based on the above-described HPLC Method. A
         Purified MGB Oligonucleotide will have a purity of at least [*].
         However, the value of the required purity of a MGB Oligonucleotide may
         be amended pursuant to Section 10.06 of the Agreement.

*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.




                                      B-1

<PAGE>   25

III.     YIELD OF MGB OLIGONUCLEOTIDE

         The yield of a MGB Oligonucleotide will be determined based on a
         relative area of a product peak as compared to an appropriate internal
         standard based on the above-described HPLC Method, where the HPLC
         analysis is performed immediately following synthesis of the MGB
         Oligonucleotide. A Purified MGB Oligonucleotide will have a yield of at
         least [*].

IV.      IDENTITY OF MGB INTERMEDIATE

         The parties will define a mutually acceptable assay for confirming the
         identity of MGB Intermediate supplied to Perkin-Elmer by Epoch.



























*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.




                                      B-2


<PAGE>   26

                                    EXHIBIT C
                                    ---------

                                LICENSED KNOW-HOW

The Licensed Know-How transferred from Epoch to Perkin-Elmer will include at
least the following information.

1.       Chemical structures of all reagents and probes provided to Perkin-Elmer
         by Epoch to the extent necessary for Perkin-Elmer to make full use of
         such reagents and probes for the synthesis and/or use of MGB
         Intermediates and MGB Oligonucleotides.

2.       Details of Epoch's manufacturing and QC methods to extent necessary for
         Perkin-Elmer to manufacture MGB Oligonucleotides in conformance with
         the specifications set forth in Exhibit B, including at least the
         following:

         a)       detailed description of all DNA synthesis, purification,
                  formulation and analytical instrumentation, including vendors;

         b)       detailed DNA synthesis cycles;

         c)       cleavage conditions;

         d)       deprotection conditions;

         e)       purification methods, including HPLC, OPC and other protocols;

         f)       analytical methods, including HPLC and other protocols;

         g)       formulation and quantitation methods;

         h)       [*];

         i)       [*];

         j)       stability data of MGB reagents in DNA synthesis reagents and
                  under cleavage/deprotection conditions;

         k)       long term stability data of MGB probes;

*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.






                                      C-1

<PAGE>   27

         l)       data correlating analytical specs (HPLC, etc.) to performance
                  of probes in relevant applications;

         m)       method used for validating probe manufacturing process;

         n)       method used for monitoring probe manufacturing process; and

         o)       extinction coefficients (at [*] nm) for MGB reagents.































*    CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.



                                      C-2