<PAGE>

                                                                   EXHIBIT 10.15



                              SETTLEMENT AGREEMENT


     This is a Settlement Agreement entered into March 7, 2000 (the "Effective
Date") by and between:

     Scriptgen Pharmaceuticals, Inc., a Delaware corporation having a principal
place of business at 610 Lincoln Street, Waltham, MA 02451 ("Scriptgen"); and

     3-Dimensional Pharmaceuticals, Inc., a Delaware corporation having a
principal place of business at 665 Stockton Drive, Exton, PA 19341 ("3DP").

     WHEREAS, Scriptgen is the owner of U.S. Patent 5,585,277 ("the `277
patent'"), and U.S. Patent No. 5,679,582 ("the `582 patent'");

     WHEREAS on October 13, 1998, Scriptgen filed an action in the United States
District Court for the District of Delaware, captioned Scriptgen
Pharmaceuticals, Inc. v. 3-Dimensional Pharmaceuticals, Inc., Civil Action No.
98-583-GMS, in which Scriptgen has asserted claims against 3DP for infringement
of the `277 patent and the `582 patent and 3DP has asserted defenses and
counterclaims against Scriptgen including the non-infringement, invalidity, and
unenforceability of the `277 patent and the `582 patent ("the Action"); and

     WHEREAS Scriptgen and 3DP desire to settle all claims that have been raised
in the Action and wish to avoid any further controversy between them as set
forth herein.

     NOW THEREFORE, in consideration of the mutual covenants and undertakings of
the parties, Scriptgen and 3DP agree as follows:

1.   DEFINITIONS

1.1  "Affiliate" shall mean an entity that directly, or indirectly through one
     or more intermediaries, controls, or is controlled by, or is under common
     control with, 3DP or Scriptgen, as applicable; provided further that
     "control(s)(led)" as used in this Section shall mean ownership by a third
     party, not including a venture capital fund or group of venture capital
     funds, of at least fifty percent (50%) of the equity capital of such
     entity.

1.2  "Atlas Technology" shall mean the methods and processes generally disclosed
     in the specifications and claims of the `277 patent, the `582 patent and/or
     Scriptgen International Application No. PCT/US96/19698.

1.3  "Calendar Quarter" shall mean each three month period, or any portion
     thereof, ending on March 31, June 30, September 30 and December 31.

1.4  "Development Compound" shall mean a compound that has entered pre-clinical
     regulatory drug safety studies conducted under good laboratory practice
     (GLP) guidelines.
<PAGE>

1.5  "Hepatitis C Virus Field" shall mean any program(s) whose intent is to
     discover or develope a drug that exerts a therapeutic effect in Hepatitis C
     Virus Infection.

1.6  "Infection" shall mean the field of treatment with, research on, and/or
     development of drugs whose principal aim is to treat or cure infectious
     disease in humans.
1.7  "Method Claims" shall mean any claim in a patent or application to a
     process or method and shall not include any claim to a product or
     apparatus.

1.8  "Net Revenues" shall mean the revenues actually received by a party from
     the offering or provision of drug screening services or from the sale of
     drug compounds, after allowing deductions for sales, use and other similar
     taxes (excluding taxes based on such party's income or revenues), the legal
     incidence of which is on such party, returns and other credits.

1.9  "Restriction Period" shall mean the period of time beginning from the
     Effective Date and ending on the third (3rd) anniversary of the Effective
     Date.

1.10 "Scriptgen" shall mean Scriptgen Pharmaceuticals, Inc., its present and
     future Affiliates, and any entity in which Scriptgen Pharmaceuticals, Inc.
     owns or controls a majority interest.

1.11 "ThermoFluor Deal" shall mean a business arrangement between 3DP and a
     third party collaborator, for any duration of time, involving the use of
     3DP's ThermoFluor(R) Screening Technology at one or more research sites
     anywhere in the world and operated by 3DP and/or such third party
     collaborating with 3DP.

1.12 "ThermoFluor Screening Technology" shall mean the methods, processes and
     apparatus generally disclosed in the specifications and claims of U.S.
     Patent No. 6,020,141 and/or allowed U.S. Patent Application Serial no.
     08/853,459.

1.13 "3DP" shall mean 3-Dimensional Pharmaceuticals, Inc., its present and
     future Affiliates, and any entity in which 3-Dimensional Pharmaceuticals,
     Inc. owns or controls a majority interest.

1.14 "3DP Internal Program(s)" shall mean drug discovery and/or development
     program(s) in any therapeutic field conducted for and by 3DP on-site at a
     3DP facility.

2.   FINANCIAL PAYMENT AND RELEASE

2.1  In order to reimburse Scriptgen for legal fees and expenses incurred by
     Scriptgen in the Action, 3DP agrees to make a non-refundable payment to
     Scriptgen of five hundred thousand United States dollars ($500,000) on
     each of the following dates: (a) the Effective Date; (b) six (6) months
     after the Effective Date; and (3) the first (1st) anniversary of the
     Effective Date.

2.2  Each payment shall be by wire transfer to [**]. A letter confirming the
     transfer shall be delivered to Scriptgen's counsel, DARBY & DARBY, PC, 805
     Third Avenue, New York, NY 10022, by overnight courier.


**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>

2.3  Upon full execution of this Agreement by the parties and receipt by
     Scriptgen of the initial non-refundable payment specified in Section 2.1(a)
     above, Scriptgen for itself and for its shareholders, officers, directors,
     agents, representatives and all persons and entities claiming under or
     through it, releases 3DP, and its shareholders, employees, agents,
     officers, directors, representatives, customers, suppliers, manufacturers,
     partners and distributors, from any and all claims of infringement of the
     `277 patent and the `582 patent, and from all injuries and damages which
     may have resulted therefrom, whether now known, unforeseen, unanticipated
     or latent which Scriptgen ever had, now has, or hereafter can, shall or may
     have, by reason of any act, omission or occurrence prior to the Effective
     Date.

2.4  3DP, for itself and for its shareholders, officers, directors, agents,
     representatives and all persons and entities claiming under or through it,
     releases Scriptgen and its shareholders, employees, agents, officers,
     directors, representatives, customers, suppliers, manufacturers, partners
     and distributors, from any and all claims of any kind and from all injuries
     and damages which may have resulted therefrom, whether now known,
     unforeseen, unanticipated or latent which 3DP ever had, now has, or
     hereafter can, shall or may have, by reason of any act, omission or
     occurrence prior to the Effective Date with respect to the subject matter
     of the Action.

2.5  The parties will direct their attorneys to sign the Stipulated Order of
     Dismissal attached hereto as Exhibit A simultaneously with signing this
     Agreement and to cause their respective attorneys to file the signed
     Stipulated Order of Dismissal with the Court in the Action within five (5)
     days after the full execution of this Agreement and the receipt by
     Scriptgen of the initial non-refundable payment specified in Section 2.1(a)
     above.

2.6  The parties each agree that within sixty (60) days after entry of the
     Stipulated Order of Dismissal, they will each return to the other party, in
     accordance with paragraph sixteen (16) of the Stipulation and Order
     Governing the Protection and Exchange of Confidential Material in the
     Action, dated March 23, 1999, or certify the destruction of, all
     confidential documents that were produced by the other party during the
     course of the Action.

3.   LICENSE GRANT BY SCRIPTGEN TO 3DP

3.1  In settlement of the Action, Scriptgen hereby grants to 3DP beginning on
     the Effective Date, and subject to Sections 3.2 through 3.11, a perpetual,
     non-exclusive, worldwide, fully-paid license, with the right to sub-
     license, under the `277 patent, the `582 patent, and any patents issuing
     from Scriptgen International Application No. PCT/US96/19698, any and all
     continuing applications, divisional applications, continuation-in-part
     applications, reissues, extensions, renewals and reexaminations thereof,
     and any U.S. and foreign counterparts thereof. In addition, Scriptgen
     agrees not to file any future patent infringement actions against 3DP for
     3DP's use of ThermoFluor Screening Technology that is consistent with the
     terms of this Agreement.

                                      -3-
<PAGE>

3.2  3DP shall not have the right to assign the license granted herein
     except as part of the sale of its ThermoFluor Screening Technology or
     business, the sale of substantially all the capital stock or assets of the
     corporation, or the merger or consolidation of the corporation.

3.3  During the Restriction Period, 3DP shall be permitted to enter into only
     one (1) ThermoFluor Deal, including the right to sub-license, and including
     unrestricted sales of ThermoFluor Screening Technology instruments, where
     the principal focus of such business arrangement is Infection, provided
     however that such ThermoFluor Deal may not involve the Hepatitis C Virus
     Field, nor involve more than three (3) other anti-viral targets.

3.4  3DP shall be able to freely secure any partnerships or other business
     arrangements involving ThermoFluor Screening Technology, except that during
     the Restriction Period the principal focus may not be Infection and 3DP
     shall not grant any sublicenses for Infection during the Restriction
     Period, except as permitted under Sections 3.3 and 3.10 of this Agreement.
     In the event that a partner or other third party requests that 3DP screen,
     during the Restriction Period, multiple targets which include Intended
     Infection targets, 3DP shall inform such party that it cannot screen such
     Infection targets, but shall disclose that such screening can be conducted
     by Scriptgen. Scriptgen shall pay to 3DP [**] of all Net Revenues received
     during the first year of an agreement which demonstrably resulted from such
     an introduction by 3DP.

3.5  During the Restriction Period, Scriptgen may refer to 3DP any third parties
     that have requested that Scriptgen screen multiple targets to identify
     leads or drugs that are effective in any field other than Infection. In
     such event, 3DP shall pay to Scriptgen [**] of all Net Revenues received
     during the first year of an agreement which demonstrably resulted from such
     an introduction by Scriptgen, if such third party or its Affiliates were
     not previously contacted by 3DP.

3.6  3DP shall be free to use ThermoFluor Screening Technology without
     restriction in any 3DP Internal Program, except in the Hepatitis C Virus
     Field during the Restriction Period, and to license or transfer, in any
     manner, any compounds discovered or optimized through such use of
     ThermoFluor Screening Technology. 3DP shall not use ThermoFluor Screening
     Technology in the Hepatitis C Virus Field during the Restriction Period.

3.7  In the event that 3DP uses ThermoFluor Screening Technology in a 3DP
     Internal Program that leads to the designation, during the Restriction
     Period, of a Development Compound that leads to a drug in Infection, 3DP
     shall pay to Scriptgen a sliding-scale royalty based on 3DP's Net Revenues
     from the sale of such drug by 3DP, as follows:


**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>

                            Category                                Royalty
                            --------                                -------

All anti-infectives, except anti-virals:

[**]                                                                  [**]

[**]                                                                  [**]

All anti-virals                                                       [**]


Nothing in this Section 3.7 shall be construed as giving 3DP the right to use
ThermoFluor Screening Technology in the Hepatitis C Virus field during the
Restriction Period.

3.8  The maximum aggregate amount of all royalty payments made under Section
     3.7, on a cumulative basis including all such 3DP Internal Programs, shall
     not exceed five million United States dollars ($5,000,000).

3.9  In the event that 3DP uses ThermoFluor Screening Technology, in a 3DP
     Internal Program that leads to the designation, during the Restriction
     Period, of a Development Compound that leads to a drug in Infection, and
     3DP subsequently licenses or sells the rights to such drug to a third
     party, 3DP shall pay to Scriptgen [**] in the case of anti-infectives
     (excluding anti-virals), or [**] in the case of anti-virals, of the up-
     front cash payments or sales price received by 3DP from such transaction.
     The maximum amount of all such payments in aggregate shall not exceed two
     million United States dollars ($2,000,000). Notwithstanding the foregoing,
     if any such up-front payments are in the form of an investment in equity
     securities of 3DP, the amount of such investment, calculated on a per share
     basis, that is in excess of [**] of the amount per share paid in the last
     3DP equity financing (or, if 3DP is public, [**] of the closing price
     immediately prior to the transaction) shall be deemed to be an "up-front
     payment" for purposes of this calculation.

3.10 There shall be no limitations on sales, licenses (including the right to
     grant sublicenses limited to use of the ThermoFluor Screening Technology
     instruments), or leases of ThermoFluor Screening Technology instruments,
     except that during the Restriction Period, in the therapeutic field of
     Infection, 3DP may only sell, license (including the right to grant
     sublicenses limited to use of ThermoFluor Screening Technology
     instruments), or lease ThermoFluor Screening Technology instruments as part
     of the permitted ThermoFluor Deal in Infection specified in Section 3.3
     above.

3.11 The license of Section 3.1 shall not be deemed to grant a license,
     directly, or by implication or otherwise, under any know-how, copyright,
     trademark, or other intellectual property right.


**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>

4.   THE RESTRICTION PERIOD

4.1  The restrictions of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10 on
     the perpetual, nonexclusive, worldwide, fully-paid license granted by
     Scriptgen in Section 3.1 above, shall terminate on the earlier of:

     (a)  The end of the Restriction Period; or

     (b)  Any finding of invalidity or unenforceability of claims 1 and 17 of
          the 277 patent and claims 1, 3, 5, 20, 23 and 26 of the 582 patent by
          the USPTO or by a court of competent jurisdiction from either of which
          an appeal can no longer be taken.

5.  LICENSE GRANT BY 3DP TO SCRIPTGEN

5.1  (a)  In settlement of the Action, 3DP hereby grants to Scriptgen beginning
          on the Effective Date a perpetual, non-exclusive, worldwide, fully
          paid license, under any Method Claims found in: (a) U.S. Patent No.
          6,020,141; (b) any U.S. patents issuing from allowed U.S. Patent
          Application Serial No. 08/853,459; (c) any patents issuing from any
          and all continuing applications, divisional applications,
          continuation-in-part applications of said `141 patent, said `459
          application and/or the application on which said `141 patent was
          granted, and any reissues, extensions, renewals and reexaminations of
          such patents or patent applications; and/or (d) any foreign
          counterparts of the patents in (a), (b) and (c). The license granted
          to Scriptgen herein shall include the right to sublicense solely in
                                                                    ------
          the field of Infection. In addition, 3DP agrees not to file any future
          patent infringement actions against Scriptgen for Scriptgen's use of
          Atlas Technology that is consistent with the terms of this Agreement.

     (b)  During the first three years after the Effective Date, screening
          collaborations conducted by Scriptgen on behalf of third parties
          outside the field of Infection shall be conducted on-site at a
          Scriptgen facility only and shall not exceed ten (10) such screening
          collaborations; provided however that this limitation shall expire at
          the end of the three-year period.

5.2  The license of Section 5.1 shall not be deemed to grant a license, directly
     or by implication or otherwise, under any know-how, copyright, trademark,
     or any other intellectual property right.

5.3  Scriptgen shall not have the right to assign the license granted herein
     except as part of the sale of its Atlas Technology or business, the sale of
     substantially all the capital stock or assets of the corporation, or the
     merger or consolidation of the corporation.

6.  ROYALTY PAYMENTS, RECORDS AND INSPECTION

6.1  All payments based upon Net Revenues payable hereunder ("Royalty" or
     "Royalties") which have accrued in any Calendar Quarter shall be made
     within forty-five (45) days after the end of such Calendar Quarter.

                                       6
<PAGE>

6.2  Each party shall keep accurate records and books of account in sufficient
     detail to enable all Royalty payments to be determined. A written report
     shall accompany each Royalty payment setting forth in reasonable detail,
     for the applicable Calendar Quarter, the total Royalties that are to be
     paid to a party hereunder and the other party's calculation thereof.

6.3  Upon ten (10) days' prior written notice to a party and during normal
     business hours, but not more frequently than annually, an independent
     auditor of nationally recognized standing agreed to by both parties and
     paid for by the other party may inspect such books and records of such
     party for the one-year period immediately preceding the date of inspection
     to verify the correctness of the reports given to the other party under
     this Section 6. If a material discrepancy is found in such books and
     records, the right of inspection shall extend to books and records for
     periods prior to such one-year period. Each party shall pay any deficiency,
     plus interest thereon from the date each payment was due, calculated at the
     prime rate of Citibank of New York, within thirty (30) days of the date of
     any notice of such discrepancy. If the deficiency for any year is greater
     than ten percent (10%), the reasonable costs of the audit shall be paid by
     such party. All information learned in the course of any examination of
     each party's books and records hereunder, except when it is necessary to
     reveal such information in order to enforce any rights under this Agreement
     in court, or similar dispute resolution or enforcement proceeding or
     action, shall be treated as confidential information.

7.   PRESS RELEASES AND CONFIDENTIALITY

7.1  Upon executing this Agreement, the parties shall issue a joint press
     release as appearing in Exhibit B.

7.2  Upon entering the permitted ThermoFluor Deal in Infection specified in
     Section 3.3 above, 3DP shall issue a press release which identifies
     Scriptgen as part (i.e., a contributing licensor) of the collaboration
     agreement and states that Scriptgen maintains exclusivity under its
     intellectual property rights regarding future Infection collaborations.

7.3  The parties agree that except as provided in Sections 7.1 and 7.2 above,
     the terms and provisions contained herein shall be confidential. It shall
     not be a breach of this Agreement, however, for any party to: (a) disclose
     this Agreement to its outside counsel, or the financial effect hereof to
     its own accountants, auditors, creditors, investors, potential investors,
     merger partners or potential merger partners, provided that such recipients
     are directed to keep the terms confidential; or (b) make any disclosure
     necessary to comply with the financial, public disclosure or other
     reporting requirements under any applicable laws.

8.  NOTICES

8.1  Under this Agreement, all required notices or communications shall be in
     writing and deemed effective upon receipt if sent by first class mail
     (postage prepaid), courier, or facsimile, and addressed as follows:

                                       7
<PAGE>

     For Scriptgen:      Mark T. Weedon
                         President & CEO
                         Scriptgen Pharmaceuticals, Inc.
                         610 Lincoln Street
                         Waltham, MA 02451
                         Telephone: (781) 768-3400
                         Facsimile: (781) 768-5628

     For 3DP:            David C. U'Prichard, Ph.D.
                         Chief Executive Officer
                         3-Dimensional Pharmaceuticals, Inc.
                         Eagleview Corporate Center
                         665 Stockton Drive, Suite 104
                         Exton, Pa 19341
                         Telephone: (610) 458-8959
                         Facsimile: (610) 458-8258

8.2  The address of either party may be changed by notice duly given to the
     other party.

9.   GENERAL PROVISIONS

9.1  This Agreement is executed voluntarily and without any duress or undue
     influence on the parties or their officers, employees, agents, or
     attorneys. Neither party is relying on any inducements, promises, or
     representations not contained herein made by the other party or any of its
     officers, employees, agents, or attorneys.

9.2  If any legal action or other proceeding is brought to enforce the terms of
     this Agreement, the prevailing party shall be entitled to recover its
     reasonable attorneys' fees and other costs incurred in bringing such action
     or proceeding, in addition to any other relief to which such party may be
     entitled.

9.3  Any provision of this Agreement which is invalid, illegal, or unenforceable
     in any jurisdiction shall, as to that jurisdiction, be ineffective only to
     the extent of such invalidity, illegality, or unenforceability, and shall
     not in any manner affect the remaining provisions hereof in such
     jurisdiction or render any other provision of this Agreement invalid,
     illegal, or unenforceable in any other jurisdiction.

9.4  This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of Delaware, United States of America, without regard to
     the conflict of laws principles thereof.

9.5  The headings used herein are for reference and convenience only, and shall
     not enter into the interpretation of this Agreement. This Agreement
     contains the entire agreement between the parties as to the subject matter
     hereof. This Agreement may not be modified or amended except by a written
     amendment signed by an officer of each party.

                                       8
<PAGE>

9.6  Subject to Sections 3.2 and 5.3, this Agreement shall inure to the benefit
     of and be binding on any and all successors in interest to the parties
     hereto.

9.7  It shall not be a breach of this Agreement for either party to fail to
     perform its obligations under this Agreement on account of any act of God
     or other cause beyond the control of the affected party, subject to such
     party performing such obligation as soon as possible thereafter.

9.8  A breach of any provision of this Agreement may only be waived in writing
     and the waiver of such breach shall not operate or be construed as a waiver
     of any subsequent breach.

9.9  Each party represents and warrants that it has the full and unencumbered
     right, power and authority to enter into this Agreement, to grant the
     license rights granted hereunder, and otherwise to carry out its
     obligations thereunder.

9.10 In making and performing this Agreement, the parties hereto are acting and
     shall act as independent contractors. Neither party is, nor will be deemed
     to be, an agent, legal representative, joint venturer or partner of the
     other party for any purpose. Neither party will be entitled to bind the
     other party without prior written approval, and each party shall bear its
     own expenses and costs in connection with performing its obligations under
     this Agreement.

9.11 This Agreement may be executed originally or by facsimile signature in
     multiple counterparts, each of which shall be deemed an original and all of
     which together shall constitute one instrument, provided however, that this
     Agreement shall not be binding upon either of the parties until such time
     it is actually executed by duly authorized officers of both parties.

IN WITNESS WHEREOF, the parties hereto have caused duplicate originals of this
Settlement Agreement to be executed by their duly authorized officers on the
date(s) set forth below:

Scriptgen Pharmaceuticals, Inc.              3-Dimensional Pharmaceuticals, Inc.



By: /s/ Mark T. Weedon                       By: /s/ David C. U'Prichard
    --------------------------------             -------------------------------
Printed Name: Mark T. Weedon
Title: President & Chief Executive Officer   Printed Name:  David C. U'Prichard
Date: March 7, 2000                          Title:  Chief Executive Officer

                                       9

<PAGE>

                                      10
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                      IN THE UNITED STATES DISTRICT COURT

                          FOR THE DISTRICT OF DELAWARE

SCRIPTGEN PHARMACEUTICALS, INC.,              :

               Plaintiff,                     :

     v.                                       :       C.A. No. 98-583 (GMS)

3-DIMENSIONAL PHARMACEUTICALS, INC.,          :

                                              :

               Defendant.                     :


                         STIPULATED ORDER OF DISMISSAL
                         -----------------------------

     Pursuant to Fed. R.Civ.P. 41(a)(1), it is hereby stipulated by the parties,
subject to the approval of the Court, that this action, including all claims and
counterclaims, is dismissed, with each party to bear its own costs.


                                    POTTER ANDERSON & CORROON LLP



                                    -------------------------------
                                    Richard L. Horwitz (#2246)
                                    Joanne Ceballos (#2854)
                                    Hercules Plaza
                                    P.O. Box 951
                                    Wilmington, Delaware 19899-0951
                                    (302) 984-6000

                                    Attorneys for Plaintiff
                                    Scriptgen Pharmaceuticals, Inc.
<PAGE>

                                    MORRIS, NICHOLS, ARSHT &
                                    TUNNELL



                                    -------------------------------
                                    Jack B. Blumenfeld (#1014)
                                    Julia Heaney (#3052)
                                    1201 N. Market Street
                                    P.O. Box 1347
                                    Wilmington, DE 19899-1347
                                    (302) 658-9200

                                    Attorneys for Defendant
                                    3-Dimensional Pharmaceuticals, Inc.

SO ORDERED this _ day of

__________________, 2000


_____________________________
United States District Judge
<PAGE>

                                                         Exhibit B
                                                         ---------
Contacts:

For Scriptgen:
  Mark T. Weedon                                  Gretchen L.P. Schwaltzer
  Chief Executive Officer                         Feinstein Kean Healthcare
  (781) 768-3400                                  (617) 577-8110

For 3-Dimensional Pharmaceuticals, Inc.
  Michael J. Wassil                               Jerry Parrott
  Chief Financial Officer                         Jerry Parrott & Associates
   (610) 458-6073                                 (212) 472-1244

For Immediate Release
---------------------

                    Scriptgen and 3DP Settle Patent Dispute

        Companies Cross-License High Throughout Screening - Technologies
                           To Advance Drug Discovery

Waltham, Massachusetts, and Exton, Pennsylvania, January XX, 2000 - Scriptgen
Pharmaceuticals, Inc. and 3-Dimensional Pharmaceuticals, Inc. (3DP) announced
today a mutually beneficial settlement of their dispute over Intellectual
property.  3DP has agreed to purchase a limited, non-exclusive worldwide license
to current and pending patents relating to Scriptgen's ATLAS(R) (Any Target
Ligand Affinity Screen) assay technology - a system for identifying compounds
that are drug candidates.  3DP will grant Scriptgen a limited, non-exclusive
worldwide license to pending patents relating to 3DP's ThermoFluor(R) assay
technology.  Under the agreement, both companies can utilize their respective
assay technologies for the identification of novel drugs in a broad range of
therapeutic areas, however, Scriptgen does maintain a preferential position in
the area of anti-infectives.  Financial terms were not disclosed.

Scriptgen Pharmaceuticals, Inc. (http://www.scriptgen.com) is a leader in the
discovery of drugs to control the expression of genes.  Current programs in the
anti-infective area have identified multiple new drug targets and lead compounds
effective against drug-resistant bacterial, fungal and viral pathogens.
Scriptgen's products include GATH, a family of high-throughput target.
Identification and validation technologies and ATLAS and SCAN, high-throughput
screening technologies for proteins and RNA targets, respectively.

3-Dimensional Pharmaceuticals, Inc. is a drug discovery company using
DiscoverWorks(TM), a proprietary technology platform, to reduce the costs and
improve the quality of drugs entering clinical trials.  DiscoverWorks(TM)
uniquely integrates high-throughput screening, combinatorial chemistry and
structure-based drug design for efficient drug discovery using targets from
genome sequencing.  3DP uses DiscoverWorks(TM) in its own drug discovery
programs and to provide discovery services to pharmaceutical and agrochemical
partners.  The company's
<PAGE>

internal research programs are focused on the discovery of orally active small-
molecule pharmaceuticals for the treatment of cardiovascular disease and cancer.
(http://www.3dp.com).