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                                                                   EXHIBIT 10.35


                               DISCOVERWORKS(TM)
                    DRUG DISCOVERY COLLABORATION AGREEMENT


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

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

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

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

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

                                   ARTICLE 1

                                  DEFINITIONS

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

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

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

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

<PAGE>

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

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

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

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

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

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

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


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

                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

     1.21  "Initial Hit" means a compound in the 3DP Probe Library that [**],
           as measured using ThermoFluor(R) Technology.

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

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

     1.42  "Target" means a protein against which Initial Hits, Improved Hits,
           Program Lead Compounds and Pre-Clinical Lead Compounds are to be
           developed. Until March 7, 2003, Target shall not include the use of
           any proteins to discover or develop a drug that exerts a therapeutic
           effect in Hepatitis C infection, and no more than three Targets in
           total may involve antiviral Targets.

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

     1.44  "Territory" means the entire world.

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

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

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

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


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

                                       7
<PAGE>

                                   ARTICLE 2

                               RESEARCH PROGRAM

     STAGE I -- INITIAL SCREENING AND CHEMICAL OPTIMIZATION


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

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

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

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

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


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

                                       8
<PAGE>

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

     STAGE II - PROGRAM LEAD COMPOUND IDENTIFICATION

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

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

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

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

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

          2.10.1  a Program Lead Compound is identified; or

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

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

     STAGE III - PRE-CLINICAL LEAD COMPOUND IDENTIFICATION

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


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

                                       9
<PAGE>


          optimized by 3DP to produce a Pre-Clinical Lead Compound(s), to
          specifications and on a project timetable to be reasonably agreed upon
          by both 3DP and BMS. [**] of such Targets may be selected by 3DP for
          review and approval by the JSMC. Additional Targets shall be selected
          by BMS for review and approval by the JSMC. For such Program Lead
          Compounds to be further developed by 3DP, 3DP will be responsible for
          selection and synthesis of compounds or libraries, and BMS will be
          responsible for associated biological testing.


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

                                   ARTICLE 3

                       RESEARCH AND DEVELOPMENT EFFORTS

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

     3.2  Allocation and Support of FTEs. Throughout the term of the Research
          Program, including any extensions thereof, 3DP shall assign the number
          of FTE qualified scientists specified in the Research Plan to perform
          the work set forth in the Research Plan and BMS will provide funding
          to 3DP as set forth below during the term of the Research Program to
          support qualified FTEs at 3DP. Both Parties acknowledge and agree
          that, during the initial three-year term of the Research Program or
          such shorter period as provided in the License Agreement, [**] of the
          FTEs to be supported by BMS pursuant to Section 5.2 shall be
          designated by the JSMC to [**] which are being licensed by 3DP to BMS
          pursuant to the License Agreement. Other than the research funding
          provided by BMS to 3DP under Article 5, and except as otherwise
          specifically agreed in writing by 3DP and BMS, each Party shall be
          responsible for all costs and expenses it incurs in its performance of
          the Research Program.

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


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

                                       10
<PAGE>

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

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

     3.5  Continuing Report Responsibility. For each compound identified as [**]
          for as long as such compound remains in one of these categories under
          the control of BMS or an Affiliate or sublicensee thereof, and for so
          long as it is subject to the provisions of Section 5.6, Section 5.7 or
          Section 5.8, BMS shall, on a quarterly basis, provide a summary report
          of its activities, and/or those of its Affiliates and sublicensees,
          toward the development, use and/or commercialization of such compound.
          If appropriate, BMS shall also report that [**] under the Research
          Program, and subject to the provisions of this Agreement, which is
          actually being developed and/or commercialized by BMS and/or its
          Affiliates and/or sublicensees. BMS will provide timely notice, in
          good faith, of its [**] and/or its Affiliates' and sublicensees'
          activities toward the development, use and/or commercialization of
          [**] as well as the [**] under the Research Program that is [**] in
          lieu of such [**].


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

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


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

                                       11
<PAGE>

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

                                   ARTICLE 4

                          RESEARCH PROGRAM GOVERNANCE

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

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

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

          4.2.2  Establishing the JRT;

          4.2.3  Monitoring the progress of research in the Research Program;

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

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

          4.2.6  Directing the Chemical Optimization efforts;

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

          4.2.8  Selecting Improved Hits to be advanced to Stage II;

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

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

                                       12
<PAGE>

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

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

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

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


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

                                       13
<PAGE>

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

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

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

                                   ARTICLE 5

                                FINANCIAL TERMS

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

     5.2  FTE Reimbursement Fees.

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

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


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

                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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


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

                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


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

                                       16
<PAGE>

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

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

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

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

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

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

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

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

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

                                       17
<PAGE>

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

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

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

                                   ARTICLE 6

                      OWNERSHIP; GRANT OF LICENSE RIGHTS

     6.1  Ownership of Libraries.

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

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


           6.1.3 In the event that [**] based on [**] as part of the Research
                 Program, BMS shall have [**] and shall have [**] in such
                 compounds; however, BMS shall not [**] against the [**]
                 pursuant to this Agreement.

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

                                       18
<PAGE>


     6.2  Ownership of Targets. BMS shall retain any proprietary rights BMS may
          have in any Targets BMS provides to 3DP pursuant to this agreement
          until [**] and 3DP shall have a right to use such Targets solely for
          the purpose of performing its obligations under the Research Program
          pursuant to the terms of this Agreement.

     6.3  Ownership of Initial Hits. 3DP shall retain any proprietary rights,
          title and interest in and appurtenant to the Initial Hits that it may
          have had; however, [**]. In order for the activities in Section 2.3
          to be undertaken, the JSMC may review data produced in the course of
          the Research Program associated with such Initial Hits.

     6.4  Ownership of Improved Hits. 3DP shall retain any proprietary rights,
          title and interest in and appurtenant to the Improved Hits that it may
          have had provided, however, BMS shall have an exclusive, worldwide
          license, as to 3DP with the right to sublicense, to develop, make,
          have made, use, and commercialize Improved Hits against the specified
          Target of such Improved Hits. Such license and any sublicenses
          thereunder, shall terminate, and 3DP shall regain its original rights,
          when BMS ceases developing or commercializing any Improved Hit,
          Program Lead Compound or Pre-Clinical Lead Compound against its
          Target.

     6.5  Ownership of Program Lead Compounds and Pre-Clinical Lead Compounds.
          All right, title and interest in and appurtenant to each Program Lead
          Compound and each Pre-Clinical Lead Compound shall be owned, as to
          3DP, by BMS; provided, however, that if a Program Lead Compound or a
          Pre-Clinical Lead Compound, as the case may be, is developed to its
          respective status by 3DP, then 3DP shall have ownership rights as to
          BMS, to such Program Lead Compound or such Pre-Clinical Lead Compound,
          and BMS shall have an exclusive, worldwide license, as to 3DP, with
          right to sublicense (subject to the provisions of Section 6.6.), to
          develop, make, have made, use, and commercialize such Program Lead
          Compound or such Pre-Clinical Lead Compound.

     6.6  Development of Compounds Not Selected for Stage II or for Stage III.
          In the event that [**] to negotiate in good faith with [**] on a
          Target-by-Target basis, [**] against the applicable Target, and
          commercialize such compound, including confidentiality,
          indemnification, diligence requirements, and [**] in connection with
          such rights, upon commercialization of a product containing such a
          compound.


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

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

                                   ARTICLE 7

                           CONFIDENTIAL INFORMATION

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


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

                                       19
<PAGE>

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

     7.2  Written Assurances and Permitted Uses of Confidential Information.

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

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

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

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

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

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


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

                                       20
<PAGE>

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

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

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


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

                                       21
<PAGE>

                                   ARTICLE 8

                    PATENT RIGHTS AND INTELLECTUAL PROPERTY

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

     8.2  Filing of Patent Applications and Expenses.

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

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

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

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

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

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

                                       22
<PAGE>

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

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

                                   ARTICLE 9

                                INDEMNIFICATION

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

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

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

                                       23
<PAGE>

                                  ARTICLE 10

                             TERM AND TERMINATION

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

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

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

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

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


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

                                       24
<PAGE>

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

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

     10.7  Insolvency or Bankruptcy.

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

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


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

                                       25
<PAGE>

     10.8   Consequences of Termination of the Research Program.

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

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

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

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

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


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

                                       26
<PAGE>

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

                                  ARTICLE 11

        DEVELOPMENT, REGULATORY AND COMMERCIALIZATION RESPONSIBILITIES

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

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

                                  ARTICLE 12

                        REPRESENTATIONS AND WARRANTIES

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

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

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

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

                                       27
<PAGE>

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

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

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

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

                                  ARTICLE 13

                              DISPUTE RESOLUTION

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

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

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


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

                                       28
<PAGE>

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

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

                                  ARTICLE 14

                           MISCELLANEOUS PROVISIONS

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

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

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

                                       29
<PAGE>

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

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

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

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

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


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

                                       30
<PAGE>

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

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

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

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

          If to BMS:


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

          If to 3DP:                             with a copy to:

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


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

                                       31
<PAGE>

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

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

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

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

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

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

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


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

                                       32
<PAGE>

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



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

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

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

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

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

                                       33
<PAGE>

                                   EXHIBIT A

                      DIRECTED DIVERSITY(R) PATENT RIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

                                       36
<PAGE>

                                   EXHIBIT B

                          THERMOFLUOR(R)PATENT RIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       37
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       38
<PAGE>

                                   EXHIBIT C

                             RESEARCH PLAN OUTLINE

  [**]






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

                                       39
<PAGE>

                                   Exhibit C

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

                                       40