**Exhibit2.2**

** **

**DNASCIENCES, INC.**

** **

**AMENDMENT NO. 1 TO**

**ASSETPURCHASE AGREEMENT**

**This Amendment No. 1 to Asset Purchase Agreement**(“Amendment”) is made as of May 5, 2003,by and between Genaissance Pharmaceuticals, Inc., a Delaware corporation (the“Purchaser”) and DNA Sciences, Inc.,a Delaware corporation (the “Seller” and, together with the Purchaser, each, a“Party” and, collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaningsascribed to them in the Asset Purchase Agreement (as defined below).

**Recitals**

**Whereas**, the Parties have entered into that certain Asset Purchase Agreement,dated as of March 28, 2003 (the “Asset Purchase Agreement”);

**Whereas**, under Section 12.11 of the Asset Purchase Agreement,any provision of the Asset Purchase Agreement can be amended, supplemented ormodified by written agreement of the Parties; and

**Whereas**, in accordance with Section 12.11 of the AssetPurchase Agreement, the Parties desire to amend the Asset Purchase Agreement inthe manner provided herein.

**Agreement**

**Now,Therefore**, for good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, and intending to be legally bound, the Partieshereby agree as follows:

**1.            **The following sentence shall be added tothe end of Section 12.11 of the Asset Purchase Agreement:

“Notwithstandingany provision to the contrary contained in this Agreement, the Purchaser may,upon the written consent of Seller, amend or supplement Exhibit 2.1(b) solelyto include additional assets as “Excluded Assets” at any time prior to theClosing, and any other document delivered pursuant to this Agreement may bemodified by Seller solely in order to make such document consistent with suchamendment or supplement; *provided, however,*that no such amendment or supplement shall affect the obligations of thePurchaser to consummate the Closing or shall give rise to any right of thePurchaser to terminate this Agreement or abandon the transactions contemplatedhereby.”

**2.            **Exhibit 2.1(b) to the Asset PurchaseAgreement shall be amended to add the following to the list of Excluded Assets:

 

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“51.                         Federal Insurance Company (Chubb Group ofInsurance Companies): Commercial Package Policy, No. 3577-49-49. Policy period:June 2002 to June 2003.

Producer: CALCO Insurance Brokers & AgentsIncorporated

 

52.                                 Federal Insurance Company (Chubb Group ofInsurance Companies): Contract Research Organization Liability Policy,No.3577-49-50. Policy period: June 2002 to June 2003.

Producer: CALCO Insurance Brokers & AgentsIncorporated

 

53.                                 Federal Insurance Company (Chubb Group ofInsurance Companies): Commercial Automobile Policy, No. 7351-26-60. Policyperiod: June 2002 to June 2003.

Producer: CALCO Insurance Brokers & AgentsIncorporated

 

54.                                 Federal Insurance Company (Chubb Group ofInsurance Companies): Commercial Umbrella Policy, No. 9363-09-31. Policyperiod: June 2002 to June 2003.

Producer: CALCO Insurance Brokers & AgentsIncorporated

 

55.                                 AON Financial Services Group, Inc.:Insured Persons’ and Private Company Directors and Officers LiabilityInsurance, Policy No. DA0201917-02. Policy period: September 18, 2002 toSeptember 18, 2003.

 

56.                                 Kemper Insurance Company: Worker’sCompensation Insurance, No. 236182. Policy period: January 2003 to March 2003.

Producer: CALCO InsuranceBrokers & Agents Incorporated

57.                                 Letter Agreement between DNA Sciences,Inc. and Glen Ferguson dated as of January 6, 1999, including all amendmentsthereto.

58.                                 Consulting Agreement for Non-TechnicalServices between DNA Sciences, Inc., and Judith Wilbur, Ph.D. dated November13, 2002.

59.                                 Any avoidance power causes of actionunder Bankruptcy Code §§ 544-551.”

**3.            **All other terms of the Asset PurchaseAgreement shall remain in full force and effect.

**4.            **This Amendment shall in no way affect theobligations of the Purchaser to consummate the Closing or give rise to anyright of Purchaser to terminate the Asset Purchase Agreement or abandon thetransactions contemplated thereby.

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**5.            **THIS AMENDMENT IS TO BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH U.S. FEDERAL BANKRUPTCY LAW, TO THE EXTENTAPPLICABLE, AND WHERE STATE LAW IS IMPLICATED, THE LAWS OF THE STATE OFDELAWARE SHALL GOVERN, WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES, INCLUDINGALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

**6.            **This Amendment may be executed in two ormore counterparts, in original form or by facsimile, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

**In Witness Whereof,** the undersigned have executed this **Amendment**as of the day and year first set forthabove.
|   | **Genaissance Pharmaceuticals, Inc.** |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Gerald F. Vovis, Ph.D. |
|   | Gerald F. Vovis,  Ph.D.               |
|   | Executive Vice  President &       |
|   | Chief Technology  Officer             |

 

 
|   | **DNA Sciences, Inc.**                 |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |  /s/ Steven B. Lehrer |
|   | Steven B. Lehrer                       |
|   | President and  Chief Operating Officer |

 

 

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