<PAGE>

                                                                   EXHIBIT 10.37

                        GPCR LICENSE AND USER AGREEMENT

THIS GPCR LICENSE AND USER AGREEMENT is made and entered into as of July 7,
2000, by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware corporation
with an office at Eagleview Corporate Center, 665 Stockton Drive, Suite 104,
Exton, PA 19341 ("3DP"), and Bristol-Myers Squibb Company, a Delaware
corporation having a principal place of business at Route 206, 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."

                                  BACKGROUND

WHEREAS, 3DP owns or controls certain proprietary rights and know-how relating
to certain GPCR Structures, GPCR Homology Models and related analysis
technologies; and

WHEREAS, 3DP has compiled and is compiling, and owns, certain information and
data regarding certain GPCR Structures and GPCR Homology Models in a proprietary
database which may be useful in the study of biological phenomena and design and
discovery of new pharmaceutical and diagnostic products; and

WHEREAS, BMS desires to obtain access to 3DP's Proteomica Database, and to
obtain certain licenses under certain of 3DP's proprietary rights and know-how,
to conduct research and development with respect to certain GPCR Structures that
have applicability in the development and commercialization of diagnostics and
pharmaceuticals.

NOW THEREFORE, in consideration of the covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the Parties agree as
follows:

                                   ARTICLE 1

                                  DEFINITIONS

In addition to the capitalized terms defined throughout this Agreement, the
following terms when used herein shall have the respective meanings assigned to
them below:

     1.1  "Access Term" means the period commencing on the commencement of
          Contract Year One and ending on termination or expiration of this
          Agreement, during which BMS shall have access to the Proteomica
          Database under the terms and conditions of this Agreement.

     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 other entity if it
          owns or directly or indirectly controls at least 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

**  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>

          power to elect or appoint at least 50% of the members of the governing
          body of the corporation or other entity.

     1.3  "Agreement" means this GPCR License and User Agreement including its
          Exhibits, as may be amended from time to time.

     1.4  "BMS Preferred Target List" means the list of GPCR targets set forth
          as Exhibit B, as such list may be amended from time to time by BMS in
             ---------
          its sole determination. While the GPCR targets [**] the content of
          the BMS Preferred Target List, and that [**].

     1.5  "BMS Site" means only (a) the BMS pharmaceutical research and
          development facilities located in Lawrenceville, New Jersey, U.S.A.;
          Hopewell, New Jersey, U.S.A.; Wallingford, Connecticut, U.S.A.;
          Candiac, Quebec, Canada; (b) [**] in the United States, Canada or a
          country in the European Union, [**] excepting [**] that has been [**],
          and [**] prior to BMS having access to the Proteomica(TM) Database at
          [**] and (c) [**] in the United States, Canada or a country in the
          European Union [**] prior to BMS having access to the Proteomica(TM)
          Database [**].

     1.6  "Business Day" means any day, Monday through Friday, on which banking
          institutions in New York, New York are open for business.

     1.7  "Confidential Information" means all proprietary technical and/or
          commercial information that has or could have commercial value or
          other 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
          Database Information 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 7.4) that
          such Confidential Information: (a) was already known to the Receiving
          Party, other than under an obligation of confidentiality from the
          Disclosing Party; (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 the Receiving Party without
          reference to the Confidential Information received from the Disclosing
          Party (as defined in Section 7.4) 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. For the purposes of this Agreement, the BMS
          Preferred Target List shall be presumed to be Confidential Information
          of BMS and the Proteomica Database shall be presumed Confidential
          Information of 3DP.

**   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>

     1.8  "Contract Year One" means the one year period commencing on the date
          on which a Proteomica(TM) Database is installed at any BMS Site by 3DP
          containing: (i) the [**] for at least [**] and (ii) an initial set of
          at least [**] provided that BMS retains the right to accept [**] than
          that defined as [**] in which case Contract Year One shall commence.

     1.9  "Contract Year Three" means the one-year period commencing immediately
          following the end of Contract Year Two.

     1.10 "Contract Year Two" means the one-year period commencing immediately
          following the end of Contract Year One.

     1.11 "Control" or "Controlled" means possession of the ability to grant a
          license or sublicense of any patent rights, Know-how or other
          intangible rights as provided for herein without violating the terms
          of any contract or other agreement with a Third Party.

     1.12 "Database Information" means all or any part of the information
          associated with individual GPCR Structures and GPCR Homology Models in
          the Proteomica(TM) Database, but does not include [**] including, but
          not necessarily limited to, [**].

     1.13 "Documentation" means all documentation, technical manuals, operator
          and user manuals, flow diagrams, file descriptions and other written
          information describing the functions, operational characteristics and
          specifications of the software associated with the Proteomica(TM)
          Database, or explaining how to install, use maintain and/or support
          the Proteomica(TM) Database, as the same may be provided by 3DP and
          amended by 3DP from time to time in connection with its release of any
          maintenance updates and upgrades. The Parties acknowledge that all or
          part of such documentation may be electronic.

     1.14 "Effective Date" means the later of: (a) 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 3DP PERT
          Internal Use License and Option Agreement, the DiscoverWorks(TM)
          Nonexclusive License and Purchase Agreement, and the DiscoverWorks
          Drug Discovery Collaboration Agreement.

     1.15 "GPCR" means G-Protein Coupled Receptor.

     1.16 "GPCR Class" means a collection of one or more GPCR Sequences
          comprising a distinct subfamily of the entire GPCR family of gene
          products, as defined in Exhibit A, that uses a classification based on
                                  ---------
          [**].

     1.17 "GPCR Higher Resolution Structure" means a GPCR Structure refined
          against a data set of [**].

     1.18 "GPCR Homology Model" means a three-dimensional structure of a GPCR
          that is defined by a set of atomic x, y, z coordinates derived from an
          experimentally

**   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>

          determined GPCR Structure, by comparison of the GPCR Sequence
          associated with the experimentally determined GPCR Structure with a
          Putative GPCR Sequence or different GPCR Sequence.

     1.19 "GPCR Sequence" means the cDNA sequence that corresponds to the gene
          for a GPCR that is characterized and defined by being the
          physiological receptor for an endogenous ligand or exogenous compound.

     1.20 "GPCR Structure" means a set of atomic x, y, z coordinates and (B)-
          factors, in 3DP's Control, for an experimentally determined three-
          dimensional structure of a gene product corresponding to a particular
          GPCR Sequence, together with certain structure determination
          statistics [**] to allow users the opportunity to access the quality
          of such a GPCR Structure. GPCR Structure may be derived from, among
          other things, the GPCR Sequence of a native ("apo-", unliganded) GPCR,
          or of [**] of such GPCR. A GPCR Structure may also be derived from the
          co-crystallization of such GPCR with a small molecule ligand or
          another protein, from a post-translational modification of such GPCR,
          or from the soaking of an apo-receptor crystal with a small molecule
          ligand. A GPCR Structure will be determined from [**].

     1.21 "GPCR Suite" means a collection of two or more GPCR Structures for a
          particular GPCR that may preferably include representatives of the
          following [**].

     1.22 "Know-how" means unpatented technical and other information which is
          not in the public domain relating to GPCR Structures in the Proteomica
          Database, specifically limited to [**].

     1.23 "Person" or "person" means any corporation, partnership, limited
          liability company, joint venture, other entity or natural person.

     1.24 "Proteomica Database" means 3DP's proprietary database containing
          Database Information pertaining to one or more GPCR Structures for one
          or more particular GPCRs and [**] GPCR Homology Models derived from
          GPCR Structures.

     1.25 "Putative GPCR Sequence" means a cDNA sequence that represents a gene
          and, by virtue of sequence homology with cDNA sequences of known
          GPCRs, is generally believed to express a gene product that is a
          member of the GPCR family of gene products.

     1.26 "Third Party" means any person or entity other than a Party.

     1.27 "3DP Consulting Services" means 3DP's services to provide general
          training in the use of the Proteomica(TM) Database and to provide
          consultation to BMS at its request with regard to access and use of
          data pertaining to particular GPCR Structures and GPCR Homology
          Models.

     1.28 "3DP Interfaces" means the software that provides (a) the content and
          aggregation interface for the Proteomica(TM) Database (used in
          conjunction with external browser software) and the functional modules
          incorporated therein, (b) the associated analytic and data processing
          engines used to process and analyze

**   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>

          the data, (c) the ad-hoc query tool, and (d) any maintenance updates
          and upgrades developed, created or owned by 3DP during the term of
          this Agreement and provided to BMS.


                                   ARTICLE 2

                 OWNERSHIP; ACCESS TO THE PROTEOMICA DATABASE.

     2.1  Access Grant.  3DP hereby grants to BMS and its Affiliates a non-
          transferable, royalty-free, non-exclusive license, without the right
          of sublicense, to have installed, use, execute and access the
          Proteomica(TM) Database at BMS Sites solely for the purpose of BMS's
          internal research use in the Field (which shall be deemed to include
          any research and development activities being undertaken [**] for the
          Access Term. In furtherance of this access grant, and in no event
          later than the commencement of Contract Year One, 3DP shall provide
          the Proteomica(TM) Database to BMS in machine readable form and the
          then-current Know-how and Documentation.

     2.2  Inclusion of GPCR Structures in Proteomica(TM) Database.  Upon the
          commencement of Contract year One: (a) from time to time, [**] GPCR
          structures except those obtained through collaborations with Third
          Parties, [**] shall be included in the Proteomica(TM) Database that is
          accessible to BMS, and at such time 3DP will provide BMS [**] (b) in
          the event that 3DP solves any GPCR Structure [**] with or without a
          ligand [**] 3DP shall include such GPCR Structure in the
          Proteomica(TM) Database within [**] of 3DP solving such GPCR
          Structure, and at such time 3DP will provide BMS with [**] and (c) in
          the event that [**] 3DP shall use all reasonable efforts [**] and 3DP
          shall [**] include such GPCR Structures in the Proteomica(TM) Database
          installed at BMS. 3DP shall provide to BMS, reasonably upon BMS'
          request, [**].

     2.3  Ownership of Proteomica(TM) Database. BMS hereby acknowledges that (a)
          3DP has expended significant resources and efforts to develop the
          Proteomica(TM) Database and the Database Information, (b) the
          Proteomica(TM) Database represents a highly valuable and confidential
          asset, and is a principal product of 3DP, (c) 3DP is willing to grant
          BMS access to the Proteomica(TM) Database in reliance upon the
          assurance by BMS that it shall use all reasonable efforts (including
          not less than those efforts that BMS uses to protect its own
          confidential information of like character) to protect the
          Proteomica(TM) Database from unauthorized disclosure and use at each
          BMS Site, and (d) the Proteomica(TM) Database is, and at all times
          during the term of this Agreement shall remain, the sole and exclusive
          property of 3DP.

     2.4  Use at a BMS Site.

          2.4.1     While 3DP anticipates that access to the Proteomica(TM)
                    Database shall be accomplished over extranet or other secure
                    internet access, if the Proteomica(TM) Database is installed
                    at any BMS Site, then the Proteomica(TM) Database shall only
                    be installed at the BMS Sites on designated 3DP approved
                    client computers, such approval not to be unreasonably
                    withheld or delayed.

          2.4.2     BMS will install the Proteomica(TM) Database on approved
                    computers in a manner, and taking such security measures and
                    back-up procedures, as BMS uses internally for its own
                    internally-developed proprietary software and information
                    control.

**   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>

          2.4.3     All Proteomica(TM) Database access shall be consistent with
                    the terms set forth in Exhibit C.
                                           ---------

     2.5  Use Restrictions.  Except as permitted under Section 2.1 and 2.3:

          2.5.1     BMS shall have the right to use the Proteomica(TM) Database
                    and Database Information solely for its own internal use by
                    Authorized Personnel of BMS and not as any part of providing
                    separate services or sublicenses to any Third Party
                    (including, without limitation, providing, directly or
                    indirectly, the same or similar services to any Third
                    Party). Such use shall only take place at a BMS Site in
                    accordance with the terms and conditions of this Agreement
                    for the Access Term. "Authorized Personnel" shall refer to
                    BMS employees, BMS temporary employees and BMS consultants
                    who have signed an agreement with BMS in which such person
                    acknowledges such person's obligation to protect the
                    Proteomica(TM) Database and Database Information.

          2.5.2     BMS shall have no access to or right to use the
                    Proteomica(TM) Database except at any BMS Site under the
                    terms and conditions of this Agreement.

          2.5.3     Except as otherwise agreed by 3DP in writing, and except as
                    provided in Section 2.5.4, BMS shall not (i) reverse
                    engineer, decompile, disassemble, re-engineer or otherwise
                    recreate or permit or assist others to recreate the
                    Proteomica(TM) Database or its structural framework or
                    distribute copies (by any means whatsoever whether now known
                    or hereafter invented) of the Proteomica(TM) Database,
                    including any substantial portion of the Database
                    Information from any field of the database, for any purpose
                    except as expressly permitted under this Agreement; (ii)
                    develop any products for commercial sale that are the same
                    or similar to the Proteomica(TM) Database and (iii) except
                    through the use of 3DP personnel, BMS shall not modify,
                    enhance or otherwise change the Proteomica(TM) Database.

          2.5.4     BMS retains the right to create for its internal use
                    databases of protein structures that may include GPCR
                    structures. Any GPCR structures that have been obtained
                    through the Proteomica(TM) Database will be treated under
                    the same conditions of confidentiality.

          2.5.5     BMS shall comply with all other use restrictions contained
                    in Exhibit C. Exhibit C shall be prepared by, and reasonably
                       ---------  ---------
                    agreed upon, the Parties, and appended to this Agreement, as
                    soon as reasonably necessary prior to the first installation
                    of the Proteomica(TM) Database at a BMS Site.

     2.6  Third Party Components.  Unless stated otherwise and agreed to by the
          Parties in writing, 3DP shall be responsible for securing all licenses
          required from Third Parties for the incorporation of Third Party
          Software Components for use in

**   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>

          conjunction with the Proteomica(TM) Database, and for paying all
          license and other fees in connection therewith. As used herein, "Third
          Party Software Components" means Third Party software tools that 3DP
          either licenses in or otherwise approves for inclusion in the
          Proteomica(TM) Database.

     2.7  Loss, Theft, Unauthorized Disclosure or Use. BMS promptly shall notify
          3DP of any loss, theft or unauthorized disclosure or use of the
          Proteomica(TM) Database or the Database Information that comes to
          BMS's attention.

     2.8  3DP Retained Rights. Any rights of 3DP not expressly granted to BMS
          under the provisions of this Agreement shall be retained by 3DP.

     2.9  Pre-Release Prior to Publication of BMS GPCR Structures. In the event
          that BMS intends to publish any GPCR Structures solved by BMS, BMS
          shall make such GPCR Structures available to 3DP for inclusion in the
          Proteomica(TM) Database as soon as reasonably practicable and in no
          event later than [**] prior to any public release of such GPCR
          Structures by BMS under Section 7.3. [**]

                                   ARTICLE 3

            PROGRAM DIRECTORS; DEVELOPMENT PROTEOMICA(TM) DATABASE

     3.1  Program Directors.

          3.1.1     Upon commencement of the Access Term, each Party will
                    provide the other, in writing, with the name of its "Program
                    Director." The Program Directors will act as the primary
                    liaison in coordinating the activities under this Agreement.

          3.1.2     The Program Directors will serve to (i) oversee and
                    coordinate the installation and usage of the Proteomica(TM)
                    Database at the BMS Sites; (ii) monitor adherence to the
                    user terms and conditions set forth in this Agreement; and
                    (iii) require all employees and consultants who have access
                    to the Proteomica(TM) Database at a BMS Site to execute, and
                    monitor adherence to, the user terms and conditions set
                    forth in Exhibit C.
                             ---------

          3.1.3     The Program Directors shall meet with such frequency and at
                    such time and location as may be reasonably necessary to
                    accomplish installation of and access to the Proteomica(TM)
                    Database.

          3.1.4     Each Party shall bear the costs and expenses of its
                    respective Program Director.

**   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>

     3.2  Proteomica(TM) Database Development. 3DP shall use commercially
          reasonable efforts to develop the Proteomica(TM) Database in a manner
          reasonably consistent with the following three year development
          program:

          3.2.1     In Contract Year One, 3DP will use commercially reasonable
                    efforts to constitute the first GPCR Suite, add additional
                    GPCR Structures and/or GPCR Suites, and increase the number
                    of GPCR Homology Models in the Proteomica(TM) Database.

          3.2.2     In Contract Year Two, 3DP will use commercially reasonable
                    efforts to [**] and the number of GPCR Structures, GPCR
                    Suites and GPCR Homology Models in the Proteomica(TM)
                    Database.

          3.2.3     In Contract Year Three, 3DP will use commercially reasonable
                    efforts to [**] and to enhance the number of GPCR
                    Structures, GPCR Suites and GPCR Homology Models in the
                    Proteomica(TM) Database and specifically [**].

          3.2.4     3DP shall have sole discretion in all development decisions
                    relating to the Proteomica(TM) Database; provided, however,
                    3DP shall work with BMS and other subscribers of the
                    Proteomica(TM) Database to obtain meaningful input regarding
                    the further development of the Proteomica(TM) Database, in
                    terms of the choice of both GPCR Structures and GPCR
                    Homology Models.

     3.3  Testing During the Course of the Proteomica(TM) Development Program.
          BMS acknowledges that the 3DP Interface provided under this Agreement
          may be pre-commercial release Beta versions, and that BMS's access may
          be to a developmental test site for the Proteomica(TM) Database.

     3.4  Installation.  At dates and times mutually acceptable, 3DP agrees to
          provide BMS with on-site access to the Proteomica(TM) Database at the
          BMS Sites.

                                   ARTICLE 4

             PROTEOMICA DATABASE MAINTENANCE AND SUPPORT SERVICES

     4.1  General Obligation. 3DP shall use commercially reasonable efforts to
          provide BMS with maintenance and support services for the
          Proteomica(TM) Database all as specified in this Article 4
          ("Maintenance and Support Services").

     4.2  Correction of Nonconformities. BMS shall promptly notify 3DP, in
          writing or by telephone (confirmed in writing), of any nonconformity
          in the 3DP Interfaces. 3DP will respond to and correct any confirmed
          nonconformities in the 3DP Interfaces within a reasonable time and as
          prioritized by the Program Directors.

     4.3  Maintenance Updates. 3DP shall provide BMS with any known solutions to
          problems occurring with the 3DP Interfaces, including, without
          limitation, any maintenance updates, at the time 3DP first releases
          corresponding solutions and maintenance updates for 3DP Interface. BMS
          agrees to accept all solutions and installations of maintenance
          updates.

**   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>

     4.4  Training and Consulting Services. 3DP shall provide up to an aggregate
          of [**] of (i) training and support services to qualified BMS
          personnel during [**] pertaining to the operation and support of the
          Proteomica(TM) Database, at no additional charge to BMS, and (ii)
          Consulting Services (pursuant to Article 5). Any such training and
          support will be provided at such times and in such places and in such
          form as may be mutually agreeable to the Parties.

     4.5  Remote Access.  If necessary, each Party shall provide the other with
          reasonable access, via modem, the Internet or some other remote
          communications method mutually agreed-upon by the Parties, to such
          Party's development, data and/or application servers for the sole and
          limited purpose of assisting the other Party in fulfilling its
          obligations under this Agreement.  Said access shall be subject to
          each Party's reasonable standards and procedures for the security of
          computer systems and data.

     4.6  Reuse of Developed Code. 3DP shall be free, at any time, to
          incorporate software code written by 3DP in the course of implementing
          the Proteomica(TM) Database in any product, including a standard
          Proteomica(TM) Database, or a customized or modified version thereof.
          No compensation shall be due to BMS for any such reuse of software
          code written by 3DP in performing services for BMS hereunder.

                                   ARTICLE 5

                            3DP CONSULTING SERVICES

     5.1  Performance of Consulting Services.  In addition to the training and
          support services provided in Section 4.4, 3DP will provide BMS with
          3DP Consulting Services as specifically set forth in work orders
          agreed to in writing by the Parties and attached hereto from time to
          time (each, a "Work Order").  Such Work Orders shall specify, at a
          minimum, the scope of work to be performed, the timeline, any 3DP
          Consulting Services' deliverables, any BMS participation or inputs
          required, and fees due from BMS for such 3DP Consulting Services.  3DP
          shall use commercially reasonable efforts to complete performance of
          the relevant 3DP Consulting Services on or before the targeted date(s)
          for completion set forth in the timeline.

     5.2  Provision of 3DP Services.  All 3DP Consulting Services required to be
          delivered by 3DP to BMS under any Work Order shall be delivered to BMS
          as specified in the applicable Work Order or as otherwise mutually
          agreed to by the Parties in writing.

**   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>

                                   ARTICLE 6

                               FEES AND PAYMENTS


     6.1  User Fees and Expenses. BMS will pay 3DP an "Annual User Fee" for
          access to the Proteomica(TM) Database at BMS Sites described in
          Sections 1.5(a) and 1.5(b), in accordance with the following schedule:

          6.1.1     Within thirty (30) days of the Effective Date: $1,500,000
                    (U.S.)

          6.1.2     Upon the commencement of Contract Year Two:

                    (a)  [**] (U.S.) if the Proteomica(TM) Database contains at
                         least one GPCR Suite, or [**] or one additional GPCR
                         Structure[**].

                    (b)  [**] (U.S.) if the Proteomica(TM) Database does not
                         contain at least one GPCR Suite, or [**] or one
                         additional GPCR Structure [**].

          6.1.3     Upon the commencement of Contract Year Three:

                    (a)  [**] (U.S.), if the Proteomica(TM) Database contains
                         [**] GPCR Suites, such that each GPCR Suite relates to
                         a different GPCR Sequence, and contains [**], with the
                         [**] structures being [**] or

                    (b)  [**], if the Proteomica(TM) Database contains at least
                         [**] GPCR Suites containing [**] including at least
                         [**]; or

                    (c)  [**] (U.S.), if the Proteomica(TM) Database contains at
                         least [**] GPCR Suites (containing any GPCR
                         Structures), [**] or

                    (d)  If the Proteomica(TM) Database does not contain GPCR
                         Suites or GPCR Structures which meet any of the
                         foregoing, then [**].

                    (e)  In the event that the criteria set forth in clauses (a)
                         through (c) have not been met at the commencement of
                         Contract Year Three, but are thereafter met during
                         Contract Year Three, BMS shall pay the difference
                         between the amount paid at the time of the commencement
                         of Contract Year Three and the amount that would have
                         been due to 3DP if the criteria that is met during
                         Contract Year Three had been met at the commencement of
                         Contract Year Three.

          6.1.4     Any payment to be made pursuant to Section 6.1.2 or 6.1.3
                    shall be due within thirty (30) days after the commencement
                    of Contract Year Two or Contract Year Three, as the case may
                    be.

     6.2  Additional Site Fees. BMS will pay to 3DP an "Annual User Fee" for
          access to the Proteomica(TM) Database at any BMS Site described in
          Section 1.5(c) of [**] if BMS identifies such BMS Site during the
          First Contract Year, and [**] of the then-current fee, according to
          the provisions of Section 6.1.2 or Section 6.1.3, respectively, if BMS
          identifies such BMS Site during Contract Year Two or Contract Year
          Three. BMS shall make such payment to 3DP within 30 days of
          identifying such BMS Site to 3DP, according to the provisions of
          Section 1.5.

     6.3  Additional Fees.

          6.3.1     Maintenance and Support Fees. BMS will be responsible for
                    the expenses of 3DP personnel engaged in any training and
                    support or 3DP Consulting Services provided under 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.


                                       10
<PAGE>

          6.3.2     Installation/Integration Fees. BMS will be responsible for
                    the expenses associated with additional installations
                    required for BMS for the Proteomica(TM) Database after the
                    initial installation at each BMS
                               Site.
     6.4  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 designate by notice to BMS.  Payments shall be free
          and clear of any taxes, fees or charges, to the extent applicable.

     6.5  Late Payments. All amounts payable by BMS hereunder, shall be paid by
          BMS to 3DP in full, without any right of set-off or deduction. BMS
          shall pay interest on all amounts past due at the rate of one percent
          (1%) over the prime rate of interest reported in The Wall Street
          Journal for the date such amount was due.

     6.6  Taxes. Each Party shall pay all sales, use, personal property, and
          other similar taxes associated with the license rights granted and/or
          services provided to such Party hereunder, except taxes based on the
          other Party's gross or net income, net worth or assets, which shall be
          the sole responsibility of such other Party. If either Party claims an
          exemption from any applicable sales or use taxes, the Parties shall
          cooperate with each other, including, without limitation, in the
          filing of appropriate certificates of tax exemption, (i) to ensure
          that any withholding payments required to be made by the other Party
          are reduced to the fullest extent permitted by law, and (ii) to seek
          credit for withholding payments previously made by such other Party.

     6.7  Most Favored Provision. Upon the commencement of Contract Year One and
          until the expiration or termination of this Agreement, if 3DP enters
          into an agreement with a Third Party and such agreement provides for
          [**] on more favorable financial terms than are applicable to BMS
          hereunder, then 3DP agrees to apply those more favorable financial
          terms to BMS for the remainder of the term of the Agreement. 3DP shall
          promptly notify BMS in writing if it has executed such an agreement,
          [**].

                                   ARTICLE 7

                         PUBLICATION; CONFIDENTIALITY

     7.1  Notification.  Each Party recognizes that the other Party may wish to
          publish the results of its work relating to GPCR Structures.  However,
          each Party also recognizes the importance of preserving the
          proprietary nature of these GPCR Structures.  Consequently, any
          proposed publication relating to GPCR Structures by either Party shall
          comply with this Section 7.  At least 90 days before a manuscript is
          to be submitted to a publisher, the publishing Party will provide to
          the nonpublishing Party with a copy of the manuscript and any GPCR
          Structures disclosed therein.  If the publishing Party wishes to make
          an oral presentation, it will provide the other Party with a copy of
          the abstract (if one is submitted) at least 60 days before it is to be
          submitted.  The publishing Party will also provide to the other Party
          a copy of the text of the presentation, including all slides, posters,
          and any other visual aids, at least 60 days before the presentation is
          made.

**   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>

     7.2  Review of Proposed Publications.  The other Party will review the
          manuscript, abstract, text or any other material provided under
          Section 7.1 to determine if any confidential or proprietary
          information is being disclosed, then the Parties will consult to
          arrive at an agreement on mutually acceptable modifications to the
          proposed publication to avoid such disclosure.

     7.3  GPCR Structure Disclosure. If either Party is required to submit the
          GPCR Structure coordinates to a public database as a condition of
          publication, then such party shall subject such submission to a [**]
          BMS shall not otherwise distribute such GPCR Structure coordinates
          publicly or privately. 3DP shall not otherwise distribute such GPCR
          Structure coordinates publicly, but may make them available as part of
          the Proteomica(TM) Database to other parties [**].

     7.4  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for 10 years thereafter, either Party that receives
          Confidential Information (a "Receiving Party") from the other Party (a
          "Disclosing Party") shall keep, and shall ensure that its officers,
          directors and employees keep, completely 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 the Disclosing Party pursuant to this Agreement
          (including, without limitation, know-how).

     7.5  Written Assurances and Permitted Uses of Confidential Information.

          7.5.1     The Receiving Party may disclose Confidential Information to
                    the extent the Receiving Party is compelled to disclose such
                    information by a court or other tribunal of competent
                    jurisdiction; provided however, that in such case the
                    Receiving Party shall immediately give notice to the
                    Disclosing Party so that the Disclosing Party may seek a
                    protective order or other remedy from said court or
                    tribunal. 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.

          7.5.2     The existence and the terms and conditions of this Agreement
                    which the Parties have not specifically agreed to disclose
                    pursuant to this Section 7.5 shall be treated by each Party
                    as Confidential Information of the other Party.

          7.5.3     If a Party is required to make any disclosure of the other
                    Party's Confidential Information, it will give at least
                    thirty (30) days written, advance notice to the latter Party
                    of such disclosure requirement. If a Party is required to
                    disclose Confidential Information to comply with applicable
                    laws or governmental regulations, 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, such Party may make such disclosure
                    provided it gives prompt notice to the other Party, and
                    provided it makes all reasonable efforts to comply with all
                    administrative or other

**   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>

                    procedures or to establish a reasonable protective or
                    similar order under which the confidential nature of the
                    information will be maintained.

     7.6  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, however, 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, the terms of 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 and BMS's legal counsel is legally required to
          be disclosed.

                                   ARTICLE 8

                        REPRESENTATIONS AND WARRANTIES

     8.1  Authority. Each Party represents and warrants that as of the Effective
          Date it has full right, power and authority to enter into this
          Agreement, 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.

     8.2  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.

     8.3  Disclaimer of Warranties.  3DP MAKES NO REPRESENTATIONS AND EXTENDS NO
          WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
          RESPECT TO THE PROTEOMICA(TM) DATABASE OR THE DATABASE INFORMATION
          INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE.

     8.4  Warranties Repeated at Installation. The representations and
          warranties set forth in this Article 8 shall be true and correct on
          the Effective Date, as well as on the date of installation of the
          Proteomica(TM) Database.

**   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>

                                   ARTICLE 9

                              DISPUTE RESOLUTION

     9.1  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:

          9.1.1  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.

          9.1.2  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 ("CEO") of
                 3DP and the Senior Vice 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.

          9.1.3  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. 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

** 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.

                                      14
<PAGE>

                 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 10

                        TERM AND TERMINATION; SURVIVAL

     10.1 Term. The term of the Agreement shall be from the Effective Date until
          the expiration of Contract Year Three. Within six (6) months prior to
          the expiration date, the Parties will negotiate in good faith to
          provide BMS continued access to the Proteomica(TM) Database; such
          negotiations will be based on the then prevailing pricing structure
          for customer access to the Proteomica(TM) Database.

     10.2 For Any Reason.  Subject to the provisions of Section 10.3, BMS may
          terminate this Agreement for any reason by providing sixty (60) days
          written notice after the beginning of Contract Year Two.

     10.3 Return of Confidential Information. Upon termination prior to
          expiration of the term of this Agreement:

          10.3.1 If the termination occurs before the receipt of payment under
                 Section 6.1.2, then BMS must return or destroy any Confidential
                 Information received from 3DP over the course of the term of
                 the Agreement and return the Proteomica(TM) Database and any
                 related Confidential Information.

          10.3.2 If the termination occurs after the receipt of payment under
                 Section 6.1.2, then BMS may either:


                  10.3.2.1 return or destroy any Confidential Information
                           received from 3DP over the course of the term of the
                           Agreement and return the Proteomica(TM) Database and
                           any related Confidential Information, or

                  10.3.2.2 return any Confidential Information received from 3DP
                           over the course of the term of the Agreement which is
                           not part of the Proteomica(TM) Database [**] but keep
                           the then current copy of the Proteomica(TM) Database,
                           and [**].

                  10.3.3   In either event, upon termination or expiration of
                           this Agreement, BMS shall thereafter continue to have
                           all rights to [**] obtained by BMS under this
                           Agreement during the Access term.

     10.4 Termination for Material 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 written notice to have the default
          cured. If such default (i) is not cured within 60 days after the
          receipt of such notice or (ii) is not susceptible to cure within 60
          days after receipt of such notice (unless such default, by its nature,
          is incurable, in which case the Agreement may be terminated
          immediately upon

** 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.

                                      15

<PAGE>

          written notice) or (iii) diligent steps are not taken to cure if by
          its nature such default could not be cured within 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 this
          Agreement. Such rights to terminate will be in addition to, and
          without prejudice to the exercise of, any other remedies available in
          law or equity.

     10.5 Insolvency or Bankruptcy.

          10.4.1  Either Party may, in addition to any other remedies available
                  by law or in equity, terminate 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 Exhibit,
                  execution, restraint or similar process against any
                  substantial part of the property of the other Party, and any
                  such event shall have continued for 90 days undismissed,
                  unbonded and undischarged.

          10.4.2  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 Parties under
                  the U.S. Bankruptcy Code, the Parties 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 (i) 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 (ii) if not delivered under (i) 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 based 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>

     10.6 No Waiver. The right of a Party to terminate this Agreement shall not
          be affected in any way by its waiver or failure to take action with
          respect to any prior default.

     10.7 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 without
          prejudice to the rights of either Party against the other. The
          provisions of Article 7, Section 8.3, Article 9, Section 10.6, Section
          10.7, Article 11 and Article 12 (except Section 12.5) shall survive
          any expiration or termination of this Agreement.

                                  ARTICLE 11

                                INDEMNIFICATION

     11.1 Direct Indemnity. Each Party (the "indemnifying Party") shall
          indemnify and hold the other Party, its trustees, officers, agents,
          and employees (the "indemnified Parties"), harmless from and against
          all losses, liabilities, damages and expenses (including attorney's
          fees and costs) arising out of a breach of the indemnifying Party's
          warranties or out of the negligence or willful misconduct of the
          indemnifying Party in connection with activities under this Agreement
          except to the extent such losses, liabilities, damages and expenses
          (including attorney's fees and costs) resulted from the negligent or
          willful misconduct of the indemnified Party. BMS acknowledges and
          agrees that, with respect to the nature of the Proteomica(TM)
          Database, there may be no adequate remedy at law for any breach of
          BMS's obligations under the security provisions of this Agreement,
          that any such breach may result in irreparable harm to 3DP, and
          therefore, that upon any such breach, 3DP may be entitled to seek
          appropriate equitable relief in addition to whatever remedies it might
          have at law, including injunctive relief, specific performance or such
          other relief as 3DP may request to enjoin or otherwise restrain any
          act prohibited hereby, as well as the recovery of all costs and
          expenses, including attorneys' fees incurred. 3DP shall be entitled to
          indemnification by BMS from any losses, liabilities, damages and
          expenses (including attorneys' fees and costs), in connection with
          such unauthorized use or release of Confidential Information of 3DP.
          3DP shall be entitled to indemnification by BMS from any losses,
          liabilities, damages and expenses (including attorneys' fees and
          costs) in connection with any Third Party infringement action arising
          with respect to the Database Information as it may pertain to BMS's
          use of such Database Information. BMS shall be entitled to
          indemnification by 3DP from any losses, liabilities, damages and
          expenses (including attorneys' fees and costs) in connection with any
          Third Party infringement action arising with respect to BMS's use of
          the Proteomica(TM) Database as it may pertain to claims that the
          Proteomica(TM) Database infringes such Third Party's proprietary
          rights.

** 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.

                                      17
<PAGE>

     11.2 Procedure. Upon the assertion of any such claim or suit, the
          indemnified Party shall promptly notify the indemnifying Party thereof
          and shall permit the indemnifying Party to assume direction and
          control of the defense of the claim (including the selection of
          counsel and the sole right to settle it at the sole discretion of the
          indemnifying Party, provided that such settlement does not impose any
          material obligation on the indemnified Parties), and shall cooperate
          as requested (at the expense of the indemnifying Party) in the defense
          of the claim.

                                  ARTICLE 12

                                 MISCELLANEOUS

     12.1 Entire Agreement. This Agreement, and the DiscoverWorks(TM) Drug
          Discovery Collaboration Agreement, the DiscoverWorks(TM) Non-exclusive
          License and Purchase Agreement and the PERT Internal Use License and
          Option Agreement all 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
          matters of these respective Agreement and cancels and supersedes any
          and all prior negotiations, correspondence, understandings and
          agreements between the Parties, whether oral or written, regarding
          such subject matters.

     12.2 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.

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

     12.4 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.

     12.5 Restrictions on Unsolicited Activities. In consideration of the
          licenses granted hereunder, BMS agrees that for the term of this
          Agreement, without the prior written consent of the board of directors
          of 3DP, neither BMS nor any of its respective Affiliates (including
          any person or entity directly or indirectly, through one or more
          intermediaries, controlling one of these entities, or controlled by
          one of these entities or under common control with one of these
          entities) will (i) purchase, offer or agree to purchase, or announce
          an intention to purchase, directly or indirectly, any securities or
          assets of 3DP; (ii) make, or in any way

** 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.

                                      18
<PAGE>

          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 or any Affiliate thereof; (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 Affiliate thereof, or of any successor to
          or person in control of 3DP or any of its businesses, or any assets of
          3DP any Affiliate 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 Exchange Act in
          connection with any of the foregoing. Nothing contained in this
          Section 12.5 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.

     12.6 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.

     12.7 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.

     12.8 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.

     12.9 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.

** 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.

                                      19
<PAGE>

     12.10  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
            certified 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.

     12.11  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.

     12.12  Headings. The captions to the sections 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.

     12.13  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

** 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.

                                      20
<PAGE>

            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.

     12.14  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.

     12.15  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.

     12.16  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 OTHER DAMAGES.

     12.17  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.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the Effective Date, 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.

                                      21
<PAGE>

                                   EXHIBIT A
                                   ---------

                            GPCR Sequence Subtypes
                            ----------------------

[**]


** This page and the next three pages 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.

                                      22
<PAGE>

                                   EXHIBIT B
                                   ---------

                          BMS Preferred GPCR Targets
                          --------------------------

[**]


** 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.

                                      23
<PAGE>

                                   EXHIBIT C
                                   ---------

                             Database Access Terms
                             ---------------------

     Only authorized personnel from BMS shall be entitled to download GPCR
     Structure or GPCR Homology Model coordinates from the Proteomica Database
     solely for the purpose of modeling such GPCRs using software tools external
     to the Proteomica Database.  BMS shall maintain a list of such authorized
     personnel, which may be inspected  by 3DP upon reasonable cause, BMS
     considering access to names of staff and their expertise to be proprietary
     to BMS.

     BMS shall not transfer the Proteomica Database or the Database Information,
     or any portion thereof, from the BMS Sites.

     Other terms to be added by mutual agreement of the parties.

** 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.

                                      24